


A Child Shall Lead Them

by Kenyastarflight



Category: Transformers Generation One
Genre: Angst with a Happy Ending, Coming of Age, Dinobots, Gen, Matrix of Leadership (Transformers), Post-Transformers: The Movie (1986), Putting my favorite character through hell
Language: English
Status: Completed
Published: 2020-04-27
Updated: 2020-04-27
Packaged: 2021-03-01 19:46:41
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 11
Words: 51,830
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23882512
Author URL: https://archiveofourown.org/users/Kenyastarflight/pseuds/Kenyastarflight
Summary: Upon Optimus Prime's death, the Matrix of Leadership falls into the hands of a surprising candidate, and the Dinobot Swoop finds himself bearing a burden he could never have imagined.  Originally written and posted to FFN in 2010.
Comments: 12
Kudos: 33





	1. Chapter 1

**Author's Note:**

> An old fic, but still one of my personal favorites. I have a huge soft spot for the Dinobots, especially Swoop... and since every other character has gotten their paws on the Matrix of Leadership at some point, why not Swoop? Of course, having the Matrix is never a walk in the park, especially when you're a mech bearing a stigma...
> 
> Enjoy. Might write a sequel one of these days...

_"Clamp off that fuel line! Good, good... focus on one leak at a time, then move on to the next one... don't worry about the wires yet, you can get to those once you're sure your patient's not going to bleed dry... steady hands, steady..."_

Ratchet's medical lessons cycled through Swoop's CPU like a mantra as he worked, mouth set in a grim line and optics focused on the mess of charred and slashed wires and tubing under his fingers. It took effort to concentrate on one damaged component at a time, but it was better than taking in all the injuries at once, which only overwhelmed him and made him feel completely useless. Clamp one line, move on to the next one, brush a few wires out of the way to reach a deep-set oil line that had been nearly severed in two... grab another clamp, wipe fluid off his fingers to keep from slipping and making a mistake, return to work...

"Swoop! Swoop, that's enough, back away!"

The Dinobot glanced up and blinked at Ultra Magnus, confused. "Me Swoop not done..."

"There is little more we can do, Swoop," Perceptor informed him wearily. "I fear the wounds are... fatal."

Swoop shook his head, unwilling to believe the scientist. Yes, Prime was badly injured, but he had been in far worse condition before and Ratchet had repaired him...

Then he remembered the cruiser, and the Autobots pulling Ratchet's body from the inside, and he fell silent.

"Back up, Swoop," Ultra Magnus ordered, tugging at the Dinobot medic's arm. "Give him some space."

Numbly Swoop stepped back, gaze fixed upon the wounded Prime. This wasn't happening. It _couldn't_ be. As long as he'd lived, Optimus Prime had been a fixture in his life, undefeatable and seemingly indestructable. Swoop had seen him damaged before, even totally disassembled, but somehow he had believed that Prime could never be killed, that no matter what he suffered he could bounce back without even a dent to show for his troubles. The concept of Prime being fatally damaged... that was as improbable as the sun going out. He just couldn't imagine it.

"Prime, you can't die!" cried Daniel, his words somehow matching Swoop's thoughts at that moment.

Optimus Prime stirred slightly at the human boy's plea, wincing as even that small action caused him great pain. Swoop looked on despairingly, knowing that Prime's damages were far beyond his and Perceptor's meager repair skills. If only First Aid were here, or Ratchet or Wheeljack...

But the Protectobot was still stationed on one of Cybertron's moons, and Ratchet and Wheeljack... he didn't want to think about that; not now, and not for awhile yet.

"Do not grieve," Prime said at last, his voice a mere shadow of his once impressive, commanding tone. "Soon... I shall be one with the Matrix."

"Prime..." Hot Rod murmured as if in protest, looking as helpless as Swoop now felt.

"Ultra Magnus," Prime groaned, turning now to face the tall truckformer. "It is to you... old friend... I shall pass the Matrix of Leadership... as it was passed to me."

Magnus' jaw dropped. "But Prime... I'm just a soldier," he protested quietly. "I'm not worthy."

"Nor was I," came the weak reply. "But one day... an Autobot shall rise from our ranks... and use the power of the Matrix to light our darkest hour."

The gathered Autobots watched in reverent silence as Prime slowly reached for his chestplates and opened them, bathing the repair bay in a beautiful blue-white light. Swoop leaned to one side to peer around Ultra Magnus' bulk... and gave a soft coo of awe. Nestled within Prime's chest was a glowing sphere of crystal, set within a protective copper sphere and bearing twin grips of chrome. A shiver trailed down his spinal array as he realized what he was looking at. He had heard talk of the mysterious artifact - what Autobot hadn't? - but never before had he actually seen it with his own optics.

"Until that day... til all are one." With those final words, uttered as solemnly as a prayer, Prime reached into his chest and withdrew the Matrix. His hands shook as he lifted the artifact and extended it toward Ultra Magnus.

But his grip failed him at that moment, and before Magnus could take the Matrix it fell from Prime's fingers.

Swoop didn't even stop to think. He pushed past Ultra Magnus and stooped to catch the falling Matrix, wanting to help the Prime one last time, even if only in this small capacity. Hot Rod had also bent hurriedly down to catch it, but Swoop was quicker, his large hands scooping the Matrix out of midair.

He shrieked in mingled surprise and pain as the light of the Matrix, once a gentle illumination, blazed with blinding brightness, drowning him in a sea of blue-tinged white. His optics stabbed in agony even after he forced them offline. The light seemed to be far more than mere brightness; it was an unnatural force that invaded all his senses, not just his sight. It roared in his audials, tingled through his tactile nodes, burned in his olfactory sensors. He barely registered the feel of his hands tightening around the grips of the Matrix in pained reflex, barely heard the startled cries of the other Autobots.

Another shriek of pain tore from his vocalizer as heat flooded his body, searing through his circuits and wires. His entire frame felt like it was being twisted out of shape, as if some unseen force were reformatting him on the spot. His chest felt as if someone had seized both sides of it and was stretching it wider, pain spiked in his temples, stripes of fire seared up his legs and arms...

The pain ended as abruptly as it had begun. Swoop found himself kneeling on the floor beside Prime's berth, cycling air hard in a desperate attempt to cool his systems. Rebooting his optics a few times, he struggled to his feet. He lost his balance and flailed, almost knocking Hot Rod over before he could regain his footing. He felt as if he were inside a new body shell, one too big and too awkward to manage comfortably.

"Holy..."

Swoop turned to face the speaker - Springer, who was staring at the Dinobot with mouth open and optics wide and bright with amazement. He wasn't alone, either. Every Autobot present gaped at him with an identical expression, as if they had never seen him before. Even Daniel couldn't seem to tear his gaze from him, eyes wide enough to show the whites all around the irises.

Optimus Prime, too, was staring at Swoop. But he didn't seem shocked; not exactly. It was difficult to tell through the battered battle-mask, but the gaze he leveled upon the Dinobot seemed only to say _Well, this is interesting._

Puzzled, Swoop stared down at himself, wondering if perhaps the power of the Matrix had inflicted some horrible wound... and felt his own jaw drop. That feeling of being reshaped and reformatted hadn't been his imagination - the Matrix had altered him. He was taller, bulkier, his chest and shoulders broader and more thickly armored. The armor on his arms and legs was also thicker, and bright red stripes trailed up each limb like war paint. When he reached up to touch his helm, he felt ridges that hadn't been there before, and strange antennae jutting from the sides of his head. Even his crest was different, longer and more swept back than before. And his chest... something pulsed inside it, not his spark but something far more powerful, seeming to fill him with a strange new energy. Though he couldn't see it, somehow he knew the source of that power was the Matrix, concealed within his chest just as it had once rested inside Optimus' chassis.

A powerful, resonant voice echoed through the room at that moment, a voice that seemed to not belong to one mechanism alone, but rather to many, their voices melded into one.

_"Arise, Pterodactus Prime!"_

Before anything else could be said or done, Prime's optics faded to black, and color slowly leeched from his plating as his spark finally snuffed. His joints relaxed and his head rolled to one side, death finally claiming the fabled Autobot leader. He had lived long enough to see his successor chosen, and now he was gone.

Kup finally broke the silence. "Well, THIS is a fine mess we've gotten into."


	2. Chapter 2

Only a handful of mechs currently occupied the conference room, but the tangle of voices that filled the air made the room seem far more crowded. Everyone was pitching their voices to be heard over the noise, as if each mech thought their opinion would be the deciding factor in this matter. Ultra Magnus kept calling for order over the chatter, but his demands for quiet went largely unheard.

"Fragitall to the Pit," Kup muttered, bringing his fist down on the conference table and making the datapad in front of him jump. "It's like Primus is laughing at us. Dumping all the slag he can on us just for his own sick amusement."

"I don't believe this!" Hot Rod exclaimed for the fifth time in less than half an hour. "This is just unreal! How in the universe could the Matrix pick a Dinobot to be our Prime?"

"It didn't pick him at all," Springer pointed out. "Prime was handing it to Ultra Magnus, and that... _thing_ grabbed it first! That's all there is to it!"

"I don't know if it's that simple, Springer," Arcee countered. "Medics and technicians have had to handle the Matrix before while repairing the Prime, and you don't see any Ratchetus Primes around here, do you?"

"But come on, a Dinobot?" Hot Rod insisted. "Did the Matrix get its wires crossed or something?"

"It could be worse," Springer replied, giving Hot Rod a smirk. "We could have had YOU as the Prime instead."

"Hey!" Hot Rod snapped, glaring at the triple-changer.

"Okay you two, enough," Ultra Magnus barked, clapping his hands in an effort to cut through the noise. "And everyone else, quiet! We need to discuss this rationally-"

"What about this situation is the least bit rational?" demanded Springer. "We've got a dumb animal in possession of the Autobot leadership, and you want us to be irational/i about it?"

"Springer, you want me to call one of those 'dumb animals' in here to sit on you until the meeting's over?" asked Kup archly. "If not, I suggest you shut your fraggin' trap and pay attention."

Springer muttered, but subsided.

"Thank you, Kup," Magnus told the pickup, nodding at him. "And yes, we can and _must_ be rational about this. This is a hard time for all of us – we may have driven off the Decepticons, but at a heavy cost. We've lost not only our Prime, but some of our best and most trusted officers, soldiers and medics." Here he paused, letting the impact of that statement sink in. "And though the Decepticons suffered losses of their own, we have no proof yet that Megatron is dead. For all we know, he could be undergoing repairs and preparing to return and finish what he started. And we have to be ready for that possibility... no matter what happens."

"Well said," noted Blaster, nodding with uncharacteristic grimness.

"And yes, we do have to deal with the issue of the new Prime," Magnus went on. "But again, we need cool heads to deal with this. Nothing good is going to be accomplished by charging into this situation half-cocked." He turned his gaze back to Kup. "Kup, you've served under more Primes than anyone else here. Has there ever been a situation like this that you can recall, and how did you deal with it?"

Kup rubbed the back of his helm as he thought on the question a moment. "Come to think if it, there really isn't. No precedent for this kind of situation that I can recall... then again, as far as I know there hasn't been anything quite like the Dinobots in the past either. Most creators don't choose to model new Autobots after alien animals after all, let alone extinct ones."

"Has there ever been an occasion when the Matrix has fallen into the hands of someone unqualified to lead the Autobots?" asked Magnus.

"Oh, a few times," Kup replied. "They usually don't hang onto it for very long before they get shut down or someone takes it from them by force. It's rare though."

"So if we just wait long enough, this situation will resolve itself?" asked Hot Rod, brightening a bit.

"But-are-we-going-to-have-that-kind-of-time?" Blurr cut in, optics wide with panic. "You-heard-Ultra-Magnus-the-Decepticons-could-come-back-at-any-time-we-don't-have-time-the-Decepticons-could-attack-before-we-can-do-anything-about-it-we've-got-to-do-something-now!"

Kup groaned and pressed his fingers to his temples. "Somebody fraggin' weld that kid's vocalizer shut..."

"Maybe we're thinking about this all wrong," said Arcee hopefully. "We're all assuming that just because Swoop is a Dinobot, him having the Matrix is a mistake. But for all we know, he could be a good leader. Why don't we give him a chance?"

Springer gave Arcee an incredulous look. "What, you WANT the dumb Dinobot to be our Prime? Great, why don't we just hand Autobot City over to the Decepticons and be done with it?"

"Springer, stow it!" snapped Kup. "She's got a right to speak her mind."

"I'm afraid Springer does have a point," Ultra Magnus replied, shaking his head. "The Dinobots have not proven to be consistently reliable – they're prone to serious lapses in judgment, and they've rebelled and deserted more than once since they came online. Not to mention that even if his intelligence and loyalty weren't in question, Swoop has had no leadership experience prior to this."

"Neither did Optimus Prime," Arcee pointed out. "We could help him."

"During a time of peace, yes, maybe we could give him a chance," Kup told her. "But this is a crisis situation. Having an incompetent leader, one who's practically a newbuilt, is only gonna mean disaster down the road. And since you bring up Optimus Prime... he chose Ultra Magnus to be his successor, not Swoop. And Prime wasn't stupid – if he named Magnus as the next leader, he must have had a good reason for it. At this point our best hope is to follow Prime's final request and follow Ultra Magnus... and hope we can get the Matrix away from the Dinobot soon, before he does something stupid with it."

"Percy's giving our new Prime a checkup as we speak," said Blaster. "Should I tell him to snag the Matrix while he's at it?"

"If he can," Ultra Magnus replied. "But only if he thinks he can manage it without injury to himself. With Ratchet and Wheeljack gone, First Aid still at the moon base, and Hoist severely damaged, I don't want us to risk our last fully-trained medic unnecessarily." He made as if to sigh, then seemed to think better of it, as if not wanting himself to appear weak in front of his comrades. "Arcee, Blurr, I want you two to give Perceptor a hand in the repair bay. Everyone else, begin repairs on the exterior guns and doors. I do not doubt that the Decepticons are going to return to finish what they started, and I want us to be as ready as possible."

* * *

"If you could extend your wings for me please, Pterodactus," Perceptor requested.

Swoop obliged, then winced as the left wing hit a toolbox, sending it flying off the counter. "Oops! Me Swoop sorry!"

"Apology accepted," Perceptor replied, not giving the fallen toolbox a second look as he began running a scanner over one wing, studying the internal circuitry. "It would seem that in addition to your external reformatting, your internal systems and structures have been reconstructed to support your additional mass. Quite fascinating, really."

Swoop just shrugged. He didn't understand all the words Perceptor used, but he caught the basic gist of them – that whatever the Matrix had done to him, it had done a thorough job, changing him inside as well as outside. He still wasn't sure if that was a good thing or a bad thing, but then what had happened had been so sudden and so huge that his CPU still hadn't fully accepted the situation as fact.

"Despite the alterations to your physical configuration, your vital readings are normal," Perceptor assured him. "Hmm... could you transform for me, Pterodactus?"

"Not Pterodactus," Swoop insisted. "Me Swoop."

"Ah... very well then, Swoop. Could you please transform for me?"

Swoop nodded and complied, though not without a sudden twinge of alarm. How far had the Matrix's changes gone? Had it altered his alt mode as well? Was he no longer a Dinobot, but something completely different now?

Perceptor's optics brightened slightly as he looked Swoop's alt mode over. "Quite interesting. How do you feel?"

"Me Swoop not feel different," he replied, craning his neck to look himself over as best he could. With relief he noted that his alt mode had not changed much. He was bigger, with a longer wingspan and beak, but his basic shape remained the same.

Perceptor moved to a nearby computer and typed something, then cocked his head as he studied the results. "According to our data on this planet's prehistoric fauna, your alt mode is still a reasonable facsimile of an extinct pterosaur, though of a different species than your previous alt mode. The closest example I can find, based on your size and appearance, is the Quetzalcoatlus. Since your upgrade to this new form has increased the mass of your robot mode, it's only logical that your alternate mode would need to be upgraded to a larger form as well."

Swoop transformed back to robot mode. "What all this mean?"

"I'm not yet certain," Perceptor confessed. "I must admit this is the first occasion I've had to examine a mechanism both before and after ascension to Primehood. I can only conclude that you seem to have taken no harm from the upgrade, and that everything appears to be operating optimally."

It took Swoop a moment to process that statement. "Me Swoop can go now?"

"You're excused," Perceptor agreed. "Though I do request permission to perform further tests should the need arise."

Swoop muttered a quick agreement before heading for the door of the repair bay. He'd had enough of being poked and prodded for the moment. He needed a chance to think, to collect himself after all that had happened.

On the way to the exit he passed the berths of several mechs who had been injured during the battle, and out of habit he stopped by a few of them to check the occupants over. Everyone was more or less stable, thankfully, though many were badly damaged and would need replacement limbs or components – limbs and components that wouldn't arrive until the Autobots at the moon bases could send a new shipment of supplies and energy. The Decepticons had destroyed the last shipment when they had hijacked the shuttle for their ambush...

He wrenched his mind away from that thought and bent over Tracks' form to check his internal systems. He didn't want to dwell on that, not when he had so much else to think about.

"Pterodactus?"

Swoop glanced up to see Arcee standing in front of him, looking upon him with a peculiar expression.

"Not Pterodactus," he corrected, frowning. "Swoop."

"Isn't it Pterodactus now, though?" she asked, moving to Tracks' other side to make sure the wires and tubes hooked up to the Corvette's chassis were still firmly connected. "Didn't the Matrix give you a new designation when it changed you?"

"Me Swoop not know," he confessed, moving to Bluestreak's berth since Arcee seemed to have Tracks covered. "Me Swoop not feel different." He paused, then corrected himself. "Well... me Swoop feel different, but not inside. Not in spark. Still feel like same old Swoop."

Arcee frowned as she puzzled over Swoop's statement. "That's strange. You'd think that the Matrix would give you the programming you needed to be a leader as well as a new body..."

Swoop's fingers clenched at Arcee's statement, and Bluestreak was fortunate that the Dinobot had been holding onto the edge of his berth instead of any part of the gunner. He pulled his hands away from the berth before he could dent the metal any further, but his CPU still whirled with horror at what she implied. Bad enough that the Matrix had changed his body without his permission, but to think that the artifact could have altered his programming, his very identity... it was more than he wanted to consider. And for Arcee to imply that it would be a good thing...

"Swoop!" Perceptor exclaimed in alarm. "Swoop, please refrain from further damaging the facilities!"

He glanced down to find that, in lieu of the berth, he'd grabbed onto a system monitor and crushed it in his grip. He hurriedly released his hold, but the machine was already beyond repair. Funny, his grip had never been quite that strong before.

"Swoop, if you are unable to control your strength, it's advisable that you leave immediately," Perceptor told him, looking at the broken monitor in dismay.

"Me Swoop need to help with repairs, though," he protested.

"Maybe it's best if you don't until you have a better grip on your new abilities," Arcee suggested. "Sorry, but you'd be more of a danger than a help right now. I'll help Perceptor out, okay?"

Swoop gave a frustrated sigh and left the room, though his internals ached at being ordered away. None of the Dinobots had exactly fit in with the rest of the Autobots, but Swoop felt that by working in the medical center, helping Ratchet and Wheeljack with whatever he could, he had managed to make himself accepted to some degree. He hadn't made many friends, but at least he'd been treated cordially and almost as an equal. And now, thanks to the Matrix, even that was denied him.

More than anything, he wished Ratchet and Wheeljack were here. His creators had always been glad to help him and answer his questions when he came to them, whether said questions regarded a particularly tricky repair or some issue or other he was having with other Autobots. They would have known what to do.

Then again, had Ratchet still been alive, maybe he could have saved Optimus Prime, and he wouldn't be in this situation in the first place.

A grunt brought him out of his thoughts, and he looked up to see Grimlock blocking his path. A brief wave of relief stilled his churning processor, and he offered a tentative smile. At least he still had his brothers, right? He was still a Dinobot, after all. The Matrix couldn't take that away from him.

The Dinobot leader regarded Swoop with his arms folded across his chestplate, his visor slightly dimmed as if he were narrowing his optics at the younger Dinobot. He had to crane his neck slightly upward to look his teammate in the optics, and Swoop realized he now stood half a head taller than his commander. He wondered if that was why Grimlock looked so annoyed at the moment – the Tyrannosaurus was unused to having to look up at anyone except Skyfire.

"Me Swoop hoping to find you Grimlock," Swoop said hopefully.

Grimlock laughed, and Swoop felt his smile fade entirely. There was a nasty edge to that laugh, one that he was unused to hearing.

"You Pterodactus Prime looking for me Grimlock?" Grimlock replied disdainfully. "Why? So you Prime can order me Grimlock around? Or you Prime just here to order us Dinobots back to Dinobots' room until us needed for next fight?"

Swoop took a step back, confused. "Me Swoop not wanting to order you Grimlock to do anything."

"That what Primes do, right?" Grimlock retorted, unfolding his arms to plant his fists on his hips. "Give orders. Lead Autobots. Me Grimlock thought you Swoop not want to be leader. But now you Swoop Pterodactus Prime. You Swoop change your mind, or lying to me Grimlock?"

"Me Swoop don't understand..."

"Me Grimlock hear them Autobots talking! You Swoop in all-fired hurry to grab Matrix after him Optimus died. You Swoop want leadership so bad, eh? That why you volunteer in repair bay? For chance at Matrix?"

Swoop felt his jaw drop at what Grimlock was implying. The Dinobot leader was convinced he'd done this on purpose? That he had grabbed at the Matrix not to help out, but to take command of the Autobots?

"Me Grimlock thought me knew you Swoop," Grimlock snarled. "Thought you Swoop want follow Grimlock, not play Starscream and grab power for you Swoop's self. Maybe me Grimlock not know you Swoop so well after all." He gave an exaggerated, mocking salute. "Me Grimlock take Dinobots back to our quarters now, Pterodactus Prime. Guess us come out when Decepticons attack again, huh? Like always." And he turned to go.

"Wait," Swoop protested, finally managing to vocalize a reply. "Let me Swoop come with you Grimlock."

Grimlock turned his head just enough to glower at Swoop. "Dinobot quarters for Dinobots only, Prime." He stalked off.

Swoop stared after Grimlock for a long moment, stunned by his behavior. What the slag was wrong with him? This wasn't like his commander at all. In all the years they'd worked together, Grimlock had never treated him or any other Dinobot in this fashion – angry, sarcastic, resentful. Seeing him act like this now... it worried him greatly.

And that final comment cut deeply – the implication that Swoop was no longer accepted by his own brothers. That those who had been closest to him no longer considered him one of their own.

Swoop continued down the hallway, but now aimlessly, with no destination in mind anymore. His body, his name, his duties in med-bay, his brothers and comrades, maybe his very identity... how much more would the Matrix strip from him before it was through with him? How much more _could_ it take from him?

* * *

Light years away from the blue world the Autobots currently called home, an immeasurably ancient presence was observing the proceedings in Autobot City, extending his senses to take in every detail. Unicron had always kept his awareness attuned to the dealings of Cybertron and its natives, and he had followed the course of these mechanisms' war for millennia. He remained a silent witness of countless battles and raids and sieges, watching the balance of power tip first one way, then the other, feeling the sparks of those who fell in battle pass into the Allspark.

Of late though, the reverberations of the savage conflict had grown far stronger, concentrated not on Cybertron, but on the distant organic world of Earth. He had felt such disturbances before, of course, and knew full well what they meant. A Prime had fallen, one of Primus' chosen leaders toppled, and a  
new mechanism had taken the mantle.

He saw Optimus Prime fall, saw the Matrix lay claim to Pterodactus Prime... and he laughed hysterically, a booming roar of savage glee that made the stars tremble.

 _So_ , he thought, _THAT is the heir to the Matrix. THAT is the Autobots' chosen leader, the one destined to bear the power of Primus. If that is the best they have to lead them in battle, then they must be in sorry straits indeed. A Dinobot Prime... what's next, an Insecticon leading the Decepticons?_

The terrible laughter died away and Unicron fell into contemplation, pondering this recent turn events. An idiot sparkling taking on the title of Prime was unusual, certainly, and at first glance it seemed to be incredible foolishness on Primus' part. But still... Primus was cunning, always trying to stay one step ahead of his eternal nemesis. And he didn't choose his Primes carelessly. If he had selected this newbuilt beastformer to be his Matrix-bearer, then he must have a reason.

 _What are you playing at, old foe?_ he thought. _What do you know about this mere child that I don't?_

Unicron had not existed as long as he had without being cautious. Inexperienced and stupid as this new Prime might appear, he would not make the mistake of underestimating him. Even a small circuit-viper could deliver a venomous bite, after all... and this particular serpent's venom happened to be the Matrix, the one thing capable of destroying him. No, he would keep a close watch over Pterodactus... and seek an avenue to eliminate him, and the Matrix with him.

Well, perhaps such an avenue was already opening for him. For it hadn't simply been the Autobots who had lost a leader in this latest clash between the Cybertronian factions. The Decepticon leader too had fallen, and though he lived, he now drifted aimlessly through the cosmos, surrounded by the shattered, dying remains of his followers. Perhaps he could make use of this opportunity. After all, who better to defeat a newly appointed Autobot Prime than a newly minted Decepticon warlord? One with the power of Unicron on his side?

Chuckling darkly, Unicron altered his course, intent on intercepting Megatron.


	3. Chapter 3

"Oy, Swoop! What do you think you're doing in there?"

Swoop jerked online with a start, one hand automatically reaching back to draw his sword from subspace. Whoever had rather abruptly jolted him awake could count themselves lucky that he'd managed to restrain his impulse to attack until he could identify the intruder. Had they tried that on Grimlock or Slag, they wouldn't have been so fortunate.

He sat up and regarded Springer with a puzzled look. "What?"

"You think just because you got the Matrix now means you can park your aft wherever you want?" Springer asked, arching an optic ridge. "This place is restricted, you know."

Swoop blinked his optic shutters in confusion, looking around. Instead of the Dinobots' quarters, he saw the main hangar of Autobot City, where shuttles and non-sentient vehicles were stored when not in use. Not many of the vehicles remained - what ones hadn't been destroyed in the battle were scattered throughout the galactic quadrant on various missions - but he'd managed to find one whose cockpit was big enough for him to rest in comfortably and unmolested. Well, obviously not as unmolested as he'd thought if Springer had managed to find and bother him.

He shook his head as memories of yesterday returned - the battle, Prime's death, catching the Matrix, the reformatting, Grimlock banishing him from the Dinobots' quarters. So it had all been real. Scrap it. Part of him had hoped it had all been a strange dream, and that he would wake up in the morning to find Optimus alive and all back to normal.

"Did you hear me?" Springer asked. "Move your skidplate, you don't belong here."

"Me Swoop just trying to find private place to recharge," he protested. "Him Grimlock not let me in room..."

"Find someplace else," Springer advised. "There's plenty of rooms here." He made a shooing motion with his hands. "Now budge it, I've got to finish inspections here."

Swoop sighed deeply as he climbed out of the shuttle and left the hangar. Well, he supposed he shouldn't have expected anything different. Despite everything that had happened yesterday, the Autobots were still content to treat him like a stupid sparkling, ordering him around and not considering that he was an actual sentient mechanism with feelings and opinions. Not even the Matrix could change that. Funny, it had changed everything good and happy in his life, but left everything negative intact.

Absently he rubbed at his chest as he made his way through the corridors, feeling the Matrix pulse warmly near his spark chamber. He felt antsy, as if he had neglected some important duty and his CPU was trying to nudge him back on task. He sensed that there was something important he needed to do, yet he couldn't fathom what. He'd been effectively banned from the medbay until further notice, he somehow doubted Grimlock was going to let him join the rest of the Dinobots for sparring and drills... what was there left for him to do?

 _Take charge of the Autobots,_ he thought. _What a Prime does, after all... but me Swoop not a leader. Haven't first idea how to lead. What to do? How to learn?_

Maybe Ultra Magnus could help him. Prime had tried to select him as the next leader, after all, and only dumb luck had prevented him from becoming Ultrimus Prime or Magnimus Prime or whatever he would have been. That implied that he'd had SOME experience at leadership - more than Swoop had ever had, at any rate. Though to be honest, Bumblebee had more experience at leadership than Swoop did.

Enough brooding, he supposed. He altered his course, a definite goal in mind. Ultra Magnus would probably be in the control room about now. Hopefully he was agreeable to taking the new Prime on as a temporary student.

* * *

"Magnus, message from Moonbase Two!" Blaster announced, whirling in his chair to face the truckformer.

"Put it through," Ultra Magnus ordered, feeling as if his spark were sinking deeper into his systems at the news. Had the Decepticons opted to strike at the moonbases while the Autobots were leaderless and weakened? How could they have rallied so quickly after the last battle, which had dealt them considerable casualties as well? Perhaps Megatron hadn't been as badly wounded as they'd thought... or perhaps the Decepticon leader had died or been finished off by a rival, and some new, more ruthless leader now helmed the tyrant's armies.

"Roger me, Wilco?" That was Jazz, his normally cheerful voice tight with concern.

"Jazz, what's going on?" demanded Magnus. "Decepticons?"

"Short answer, no," Jazz replied. "Whatever it is, it's movin' in fast! Bigger than any warship I've ever seen!"

"Can you give us a visual?" asked Kup, moving in to listen and advise.

"Visual in three..." began Jazz, but someone in the background of the transmission screamed, cutting off the rest of Jazz's sentence... then only static filled the communications line.

"Jazz!" Blaster shouted, arm extended as if hoping to snatch the saboteur back from the jaws of destruction - never mind that the Porsche was light years beyond their help at the moment.

"Get Moonbase One on the line!" Ultra Magnus ordered. "We've got to warn them of what's coming-"

"Too late," Kup growled as the communications line lit up again.

"Optimus, we've got incoming!" That was Bumblebee's voice, higher than normal and bright with alarm. "It's... it's like a giant planet with teeth! And it's coming in fast!"

"Ultra Magnus here," Magnus replied. He didn't bother explaining that there'd been a change in command - that could be done after the crisis. "Evacuate the Moonbase now! Don't pause to fire on it, just get out!"

"Get to the ships!" they could hear Cliffjumper howl in the background. "It's our only chance!"

"Too late, man!" came Beachcomber's cry. "It's hit our atmosphere!"

"Oh, shit, what are we going to do-" That final voice - Spike, Magnus thought with a sickening clench of his fuel tanks - was cut off in a blur of static.

Blaster brought his fist down on the console, dental plates clenched in impotent anger. Ultra Magnus wanted to do the same, but he forced himself to maintain a cool, implacable mask. He was in charge now, he couldn't let his emotions get the better of him. Optimus wouldn't have panicked or lost his temper at this. He would have calmly found a way to deal with the situation, formulating a plan with his officers or simply calling the troops to battle and trusting in luck and Primus to ensure everything worked out. Fits of temper in the face of a crisis were more Megatron's or Ratchet's territory.

"What happened?"

Magnus turned to see Swoop in the doorway to the command center, his bulk almost completely filling up the doorway. The Dinobots had always been physically impressive creatures, even towering over Optimus Prime, but the Matrix had added to Swoop's already formidable height and wingspan, leaving him almost as tall as Skyfire - perhaps taller if one counted the crest. Magnus wondered if his strength now matched his new size, and almost immediately decided he'd rather not find out outside a battlefield.

"Nothing you need to be concerned about, Swoop," he finally said in answer to his question. "We've got this under control."

"Me Swoop heard," Swoop countered, stepping into the room. "Not everything, but enough. This not under control."

"It will be," Kup retorted. "Let the command element handle this, Swoop. This isn't Dinobot business."

"But... me Swoop supposed to be helping now," Swoop protested, optics flickering with confusion. "Prime now. Isn't Prime supposed to lead Autobots, make choices?"

Blaster looked despairingly at Ultra Magnus, as if wanting to argue with the flier but not knowing how. Kup just folded his arms in exasperation, and Magnus knew he dearly wanted to scold Swoop but was leaving that to the current mech in charge. He sighed deeply but didn't protest. If he was going to lead the Autobots, he supposed he'd better get used to having unpleasant business like this dumped on him. He didn't like it, but he had little choice.

"You're right, Swoop," he replied, nodding. "You hold the Matrix now. That technically _does_ make you the new leader of the Autobots, doesn't it?"

"Now wait just a-" began Kup.

Magnus raised a hand in a cutoff gesture, hoping that would be enough to quiet the ornery mech until he was through talking. "Under ordinary circumstances, we'd have no problem with letting you take command, Swoop. But answer this - how much leadership experience have you had up to this point?"

Swoop opened his mouth, but it took a moment for his vocalizer to kick in. "Me Swoop... had none, sir."

"That's what I thought," Magnus replied, trying to infuse his voice with a kind but firm tone. "I've found no indication in your personnel records to contradict your statement, either. And I'm afraid, with the current crisis going on, that we can't have an inexperienced mech taking charge of the Autobots. It would only lead to disaster."

"But the Matrix..." Swoop ventured.

"Matrix or not, experience is what counts, lad," Kup cut in, catching on to Magnus' strategy. "Sure, you've got a shiny new upgrade, but it takes a frag of a lot more than brawn and extra height to be an effective leader. And I hate to say this, but you're not the leader we need at this time."

Swoop lowered his head, his optics clouding with disappointment, and Ultra Magnus wondered how such a tall and fearsome-looking mechanism could look so much like a kicked puppy. "Me Swoop could learn... you Ultra Magnus could teach..." His voice trailed off, but he still fixed the truckformer with a pleading expression.

"We don't have that kind of time," Magnus replied, keeping his voice calm but firm. "There's too much going on right now, and too much at stake."

"But..."

"Swoop, it would make things a lot easier if you would just let Ultra Magnus do his job," Kup told the Dinobot. "I'm sorry, but that's all there is to it. You're needed for other things."

Swoop's morose expression became a scowl. "What other things?" he huffed, then turned and strode out of the room before anyone could answer him.

Kup gusted a sigh and rubbed the gap between his optics. "Primus dammit, we need to get the Matrix away from him. Already he's wanting to usurp Magnus' power. If this keeps up, we could be fighting Dinobots AND Decepticons... and whatever it was that just destroyed our moonbases."

"At the moment, figuring out what attacked the moons takes precedence over retrieving the Matrix," Magnus replied. "It could move on from there to take out Cybertron, or even come after Earth, and then where will we be?"

"If it helps, 'Bee sent me a visual of it right before..." Blaster offered, but couldn't bring himself to finish the statement. Instead, he punched a few buttons, bringing up the image on the monitors.

"Primus below," Magnus murmured, all thoughts of the rebellious Dinobot wiped from his CPU as he stared at the screen. Bumblebee's description of "a giant planet with teeth" had been accurate, but could not prepare the three mechs for this - a fanged, ringed, barbed nightmare version of a planet, twin tusks flanking a gaping, glowing orifice that could only be its mouth. Even on the screen it seemed to project an aura of malevolence, of a seething hatred for all life, all existence... and a dark intelligence more ancient than Cybertron itself. Ultra Magnus wasn't about to ask Blaster to zoom in on the image, but if he looked long enough upon that horrible mouth he thought he could see rock and metal trapped in its fangs...

 _How do we fight something like this?_ he thought desperately. _We haven't the firepower to take that on... how can we hope to go against it and win?_

"Ever seen anythin' like this, Kup?" Blaster asked, unable to tear his optics from the screen.

"Nope," Kup replied shortly. "Nothin'."

Magnus finally forced his gaze away from the screen, turning to face the elder mechanism. "Gather all our able-bodied troops, Kup. If this thing attacks again, we have to be ready."

"What?" Kup barked. "You gotta be scrappin' kidding me, Magnus! How in the Pit do you expect us to stand up against something like that? It _ate the moonbases_ , for cryin' out loud..."

"We have to try, Kup," Magnus replied darkly. "Our only other choice is rolling over like turbohounds and letting it happen... and after countless mechs have given up their lives to prevent our destruction, I refuse to do that. We have to try... we have no other choice."

* * *

"For the love of Primus, tell me you're joking!" Tracks demanded, his golden optics wide with shock.

"I saw it myself," Springer replied, leaning back against the empty berth opposite Tracks' berth. "Optimus dropped the Matrix, Swoop made a grab for it, and next thing you know we've got a Dinobot in charge. It happened right here in the medbay, I'm surprised you didn't see it..."

"He was still offline when it happened," Hot Rod reminded Springer.

"Oh, rivets," Tracks groaned, leaning back in his berth. "We're all doomed with one of THOSE beasts in charge."

"I know, right?" Springer laughed. "Though it might come in handy out on the battlefield - a Prime-ified Dinobot charging out in front going 'Me Prime SMASH!' Make the Decepticons die of laughter..."

Powerglide, eavesdropping on the conversation from his own berth, cracked up laughing as well. "Instead of harnessing the power of the Matrix, he harnesses the power of the stupid!"

That comment got Springer, Hot Rod, and Tracks laughing all over again... and sent a lance of pain through Swoop's spark as he listened from the doorway to the medbay, just out of sight but within perfect hearing range. He wished he'd just moved on past and not stopped to investigate the chatter. Did all the Autobots feel this way about him? Was he to be a pariah among not only his brothers, but also among those who should have been comrades?

"Powerglide!" barked Arcee, glowering at the minibot. "Be nice, all right?"

"What, you got a soft spot for dumb critters, Arcee?" asked Powerglide, still cackling. "Wouldn't have pegged you as the type..."

"Knock it off, 'Glide," Hot Rod advised. "But he's got a point, Arcee. The Dinobots aren't the brightest mechs..."

"That's putting it mildly," Springer muttered.

"Swoop's a lot smarter than you give him credit for," Arcee retorted. "And while he may not be as smart as Prowl or Perceptor, he's still pretty competent. And it's not like he's incapable of learning more. Ratchet took him on as a student..."

"Arcee, Ratchet took Swoop on as a student because he felt sorry for him," Hot Rod countered. "He helped Wheeljack build the Dinobots, so when they turned out to be idiots he took pity on them and let them hang around. And he gave Swoop jobs around the medbay to keep him busy and out of trouble. Don't read so much into it, all right?"

Swoop winced at that thoughtlessly cruel assessment, and had to struggle to restrain the urge to storm into the medbay and pummel Hot Rod into the next decade. He was wrong. They were all wrong. He knew he wasn't the smartest of mechs, but he wasn't as stupid as they made him out to be. And they were wrong about Ratchet - he had been nothing but kind to Swoop and his brothers, training the youngest Dinobot and encouraging him in his goal to become a medic...

But a nagging feeling that the hot-headed red Autobot might be right ate at his spark. How did he know that Ratchet's interest in him hadn't been just as Hot Rod had described - pity, guilt, a simple desire to keep him from getting into trouble? How did he know that all his mentor's talk about Swoop someday becoming a field medic or battle surgeon hadn't just been empty platitudes, meaningless words to placate him and keep him from asking questions?

"I can't believe you mechs," Arcee snapped. "We're supposed to support the Prime, not drag him down like this."

"Arcee, he's not even supposed to be Prime," Springer protested. "Ultra Magnus was chosen to take Optimus' place, not this... thing. And I for one choose to follow the leader that Optimus picked for us, not one that just happened to be in the right place at the wrong time. Because I'm far more confident in having an experienced commander in charge than a newbuilt imbecile of an animal-former."

Pain knifed through Swoop's hand, and he suddenly realized he'd been gripping the doorframe with so much force he'd crunched a deep dent in the metal. He released it hurriedly and half-walked, half-ran down the hallway, not wanting to hear another word. The slight feeling of gratitude and satisfaction at hearing Arcee defend him was drowned out by the pain and anger at knowing the others considered him a joke... and worse, had apparently felt that way for some time. He'd always known on some level that the other Autobots looked upon him and his brothers with some amount of disdain, but learning that they regarded him as stupid and little better than an animal... it hurt.

A familiar sound cut through his miserable thoughts at that moment - thuds, scuffles, savage roars, armor clashing against armor. Despite himself, he smiled a bit and altered his course. Grimlock must have started up a training session with the others. And while he might have barred Swoop from residing in their quarters for the time being, surely he couldn't object to him watching a sparring match or two. Besides, while Grimlock was the leader of the Dinobots, he didn't speak for all of them, and the others might be more accepting of him in his current state.

He arrived at the Dinobots' sparring chamber just in time to see Sludge go down with a thunderous BOOM that seemed to shake the walls of the sparring room, skidding across the floor with enough force to kick up a spray of sparks and leave a trail of deep scratches in the metal. Before the Brontosaurus had even finished sliding to a halt he was back on his feet, remarkably quick for his size and bulk, and he charged Slag with both fists raised, a hoarse roar of rage filling the air. Slag grinned and met the charge head-on, one fist aimed at his fellow Dinobot's helm and the other going low to catch him in the abdominal plate. The hollow thud of metal on metal resounded through the room as the two grappled, Sludge still howling and Slag cackling heartily. Grimlock stood by quietly, looking on with arms folded, while Snarl sat against the far wall and looked on with a brooding expression.

Swoop leaned back against the doorway to watch, trying not to make his presence known just yet. Grimlock had his back to the door at the moment, which was in Swoop's favor. Slag and Sludge seemed too caught up in their fight to even notice they had an extra spectator. Snarl caught sight of him quickly, and his optics flashed with some emotion that passed too quickly for Swoop to judge what it was... but he only gave a slight nod before turning his attention back to the battle. Well, at least the next-to-youngest Dinobot didn't seem to outright hate him, or feel that his intrusion was enough to warrant telling their leader.

"That enough!" Grimlock finally barked as he waded into the fray, grabbing Slag by the horn of his dinosaur-kibble and yanking him back. "You Slag done, let Snarl have turn."

"No fair!" Sludge whined. "Me doing just fine without you Grimlock interrupting..."

"Me Slag was totally winning!" Slag snapped.

"Were not!"

"Were too!"

"You Slag and you Sludge stop fighting!" Grimlock ordered, pushing Slag out of the sparring ring. "It him Snarl's turn. You Sludge good for another fight, or let him Snarl fight me Grimlock?"

"Me Sludge good to go," Sludge replied, offering a game grin.

Grimlock's visor dimmed as if narrowing his optics, but he stepped back, letting Snarl stand and take the ring. Slag began to stalk off with a grumble, but caught sight of Swoop out of the corner of his visor and froze, glaring at the younger Dinobot. Despite himself Swoop took an involuntary step back, stunned at the hatred in that look.

"What you Swoop doing here?" Slag barked. "You Swoop not belong! Go back to stupid Autobots!"

"Huh?" Grimlock turned to face Swoop, and Swoop swore he could see the Dinobot commander's face darken beneath his mask. "You Prime here to give orders to us Dinobots? If not, you Prime leave. Dinobot business not you Prime's business."

"Me Swoop just wanted to watch," Swoop protested. "Them Autobots not let me Swoop help anywhere else, so thought... so thought maybe could watch Dinobots..."

Slag laughed, a harsh and ugly sound laced with hatred. "So now that you Swoop Autobot Prime now, you Swoop think us Dinobots animals or something? Come watch us Dinobots like zoo attraction? Think us Dinobots stupid, good for nothing but fighting and watching for fun?"

"Him Swoop never said that," Snarl replied, his voice so devoid of emotion that Swoop wondered just what the Stegosaurus was thinking.

"Him Swoop one of _them_ now," Slag retorted. "All Autobots think that, so him Swoop must too."

Swoop's jaw dropped. They honestly thought he considered them beneath him now that he was Prime?

"You Prime get out," Grimlock snapped. "If not here to give orders, leave. Dinobot quarters for Dinobots only."

"Me Swoop Dinobot," Swoop shot back, anger beginning to cut through his shock and horror. "Me Swoop have every right to be here..."

"You Swoop Prime now," Grimlock growled. "You Swoop have better, more important things to do, right? You Swoop now suddenly better than rest of us Dinobots - better than me Grimlock, eh?" He gave a low snarl and clenched his fists. "If any Dinobot got Matrix, should have been me Grimlock. Me Grimlock leader, me Grimlock KING! You Swoop not even take charge once, and suddenly you Swoop take over Autobots! How long you Swoop been planning this anyhow?"

Grimlock might as well have drawn his sword and attacked him at that moment - his words cut Swoop to the core as surely as any blade. So that was it. Grimlock was jealous. He believed he should have been the rightful leader after Prime's death... and he took Swoop's sudden ascension to Primehood as an insult, a blow to his pride. Never mind that it had been pure luck that had landed Swoop in this mess - Grimlock wanted someone to blame for being passed over for leadership, and he was opting to make Swoop the scapegoat.

For a moment all Swoop could do was stare at Grimlock, all the anger and hurt and confusion of the past day swelling within him until it screamed in every circuit and sensor of his body, a black energy that threatened to burst into open flame at any moment. Then with a hawklike cry of fury he drew his sword out of subspace, the scarlet energy blade seeming to thrum with power in response to his churning emotions. Grimlock immediately went into a battle stance, reaching up to draw his own weapon... only to jerk in surprise as Swoop, rather than attacking, flung the sword across the training room. The blade struck the opposite wall with a discordant ringing sound, leaving an ugly gash in the metal several meters long.

Slag and Sludge's optics had followed the path of the sword through the air, and now they turned to gape at Swoop, mouths open and optics and visor aglow with shock. In all their years together, they had _never_ seen the young Dinobot lose his temper so violently. Even Snarl looked surprised, though not nearly as stunned as the other two. Grimlock, for his part, remained frozen in place, as if unable to decide whether to attack or flee.

"You Grimlock want to be leader so bad?" Swoop shrieked, practically shaking with rage. "You Grimlock want Matrix? Well, you Grimlock can HAVE it! Me Swoop not want it anyhow!"

He grabbed at his chest panels, unlatching them and tearing them open to get at the Matrix, hissing in pain as he ripped the artifact free of his body. The glowing crystal within it sputtered and flashed as if it were a guttering candle, and when he threw it at Grimlock's feet it flared brighter, almost as if it could feel the pain of the impact.

"You Grimlock be Prime in me Swoop's place!" Swoop challenged him. "You Grimlock got what you wanted! But good luck getting them Autobots to follow you Grimlock - and when them Autobots chase you Grimlock off and call you Grimlock stupid and incompetent, don't come crying to me Swoop!"

And with that, Swoop spun on his heel and stormed off, leaving Grimlock staring after him in utter shock.


	4. Chapter 4

Swoop was well on his way down the corridor, intent on putting as much space between himself and Grimlock as possible, when the pain hit. He gripped his chest and doubled over, struggling not to cry out. This was worse than the pain he'd suffered from receiving the Matrix - it felt like he was being crushed alive, as if a massive hand gripped him and was squeezing for all it was worth. Bitter cold flooded his spark chamber and through his fuel lines, and for a terrifying moment he wondered if tearing out the Matrix had somehow taken his spark with it.

The pain ended so abruptly he collapsed to the floor, shaking uncontrollably. He forced himself to cycle air deeply and slowly, trying to calm himself. Whatever had happened, at least it hadn't killed him. Primus, he hoped that was a good sign.

When at last he felt he had full control of himself, he pushed himself to his feet. Odd... the floor looked closer than he remembered. And that awkward feeling of being trapped in a body too big to manage was gone. Quickly he patted himself down, examining himself and taking quick stock of his parts. All the myriad changes the Matrix had worked upon him - the added armor, the broader chest and wingspan, the ornamentation on his helm - were gone. He was back to being Swoop, back to normal.

He had expected to feel joy and relief at this... and was irritated to find that he felt neither. Instead, an empty feeling ate at him, as if he were missing a vital part of himself. He shoved that feeling away for the moment, trying to think of what to do next.

For a moment he considered going back to the Dinobots' room... but after his display of temper, he doubted he'd be welcome back for a while yet. Besides, he really didn't want to see Grimlock at the moment - the Dinobot leader was probably lording his newfound Prime-ship over the others even now, and would surely rub Swoop's face in it if he went back.

The medbay was out of the question too, at least until the recently injured had undergone repairs and left. Springer and Hot Rod's comments had rankled deeply, and he didn't trust himself to be in their presence at the moment without inflicting some serious damage on them. That, and there were still memories there... memories of Ratchet and Wheeljack. And he didn't think he could handle more painful thoughts at the moment.

 _Maybe it best if me Swoop leave Autobot City for a while,_ he decided finally. _Help clear me Swoop's head. And maybe when me Swoop come back, them Autobots and them Dinobots forget about me Swoop having Matrix._

Autobot City's main hangar was empty when he entered - every available set of hands, even the pilots and flight crew who would normally occupy this area, were working on repairs to the city's defenses. All the same, Swoop tried to walk quietly among the shuttles as he looked for one that hadn't been too badly damaged in the attack. He knew stealing a shuttle was not going to endear him to the Autobots, but then, it wasn't as if he'd been well-liked to begin with, he figured.

"Swoop?"

Swoop froze, biting his lip plates to keep from cursing in frustration. Trust his luck to stay rotten even after giving up the Matrix - he couldn't even leave the base without getting caught. Though the voice hadn't been accusatory or angry - it was tentative, even afraid, as if the speaker worried that Swoop might turn around and slug whoever disturbed him. Then again, after his recent blowup in front of Grimlock, perhaps they had a bit of a right to be nervous.

"What you Sludge want?" Swoop asked, turning to face the speaker. He winced a bit at how cold his own voice sounded, but it was too late to do much about that.

The bulkier Dinobot took a quick step back out of swinging range - not that Swoop would have hit him, but Sludge didn't seem so sure about that. "You Swoop okay?"

Swoop automatically opened his mouth to assure Sludge that yes, he was okay, but only a tired sigh came out at first. "Me Swoop not know," he confessed. "Need to think about things. It... not been easy."

"Oh." Sludge looked down at his feet, picking at a scratch on his arm as he searched for his next words. "Y-you Swoop need to talk?"

Swoop blinked. "Me Swoop thought you Dinobots not want to talk to me Swoop anymore." A horrible thought occurred to him, and he couldn't help but voice it. "Or me Swoop safe to talk to now that me Swoop not Pterodactus Prime anymore?"

Sludge shook his head frantically. "No! Me Sludge not care if you Swoop or you Prime! Me Sludge want talk to you Swoop, but him Grimlock say no." He looked back up to meet Swoop's gaze, a pleading look in his optics. "Not tell me Sludge to go away? Please? Me Sludge worried about you Swoop, and want to help."

"Not need help," Swoop insisted. "Nothing you Sludge can do to help..."

Sludge pulled something out of subspace, and Swoop practically choked on the rest of his sentence. The older Dinobot held the Matrix in his hands, the crystal heart of the artifact pulsing and flickering like an azure coal. How in the Pit had Sludge gotten ahold of it?

"What..." he began, but couldn't force another word out.

"Him Grimlock try open Matrix," Sludge explained quickly, as if trying to get the words out before Swoop could cut him off. "Not work for him. Not do... whatever it do to you Swoop. Him Grimlock try everything him could think of to get Matrix to work... nothing. Him Grimlock throw Matrix in corner, call it stupid, stomp off."

So Grimlock wouldn't become Prime after all. Swoop felt a surge of guilty relief at that. While this would undoubtedly leave the Dinobot leader in an even fouler mood than before, at least he wouldn't be flouting his leadership like a trophy as he would have been bound to do.

Though that did draw Swoop's thoughts down a path he didn't want them to go - the Matrix had changed neither Grimlock nor Sludge despite both of them having held it... but it had changed Swoop. It didn't simply accept the first mech to lay hands on it, but actively chose who would bear it next. This hadn't been a mere fluke, but the will of the Matrix.

 _Why me Swoop, though?_ he wondered. _There plenty of other mechs better for the job. Me Swoop not even have leadership experience - just Dinobot, bombardier, medic trainee. Not worthy..._

"Me Sludge want help you Swoop," Sludge went on, cutting off that flow of thought. "That why me Sludge grabbed Matrix... thought me Sludge could help."

"By giving Matrix back to me?" Swoop asked, unable to keep a bitter note out of his voice. Chosen or not, he really didn't want the thing back. Not if it was just going to make a mess of things.

"No... me Sludge thought... Matrix making you Swoop sad," Sludge explained hesitantly. "So me Sludge... thought could fix things... by destroying Matrix."

Swoop felt his jaw drop. "Destroy it?"

Sludge nodded. "Matrix hurting you Swoop... making you Swoop sad. Me Sludge not want brothers to be sad or hurt. You brothers all me Sludge have now that him Wheeljack g-gone..." He clamped his mouth shut, obviously not wanting to talk about that any more than Swoop wanted to think about it. "Us Dinobots stick together... and Matrix only tear us Dinobots apart. Better if gone."

Warm relief flooded Swoop in response to Sludge's words. The knowledge that there was still one Autobot in this base who truly cared for his welfare - not out of pity or a sense of duty, but out of true friendship and concern - was the first good thing to happen to him since this whole debacle had started. Sludge didn't lie, partly because he wasn't intelligent enough to carry on a deception for very long, but mosty because he saw no point in being anything but bluntly honest. And Swoop could see no reason why anyone would put Sludge up to this, so it had to be genuine. His brother's offer did far more to lift his spirits than anything else could have.

"Me Sludge try stepping on it," Sludge continued. "Not even scratch it. Was going to find trash chute when saw you Swoop coming here. Wanted... wanted to talk to you where him Grimlock couldn't stop me Sludge." His optics brightened as a thought occurred to him. "Maybe us Sludge and Swoop destroy it together?"

"Me Swoop not even sure it can be destroyed," Swoop confessed.

"Then... maybe throw it into space!" Sludge suggested, smiling hopefully. "Take Matrix past Earth and shoot out airlock!" He raised his arm as if gearing up to hurl the Matrix out of the planet's atmosphere.

Swoop reached out and placed a hand on Sludge's arm to stay him. "No. Not get rid of Matrix. Not yet, anyhow."

Sludge stared at the younger Dinobot in confusion. "But you Swoop not even want Matrix..."

"Not want it," he confessed. "But... not sure getting rid of it right idea either. Me Swoop... need to think about all this. Decide if me Swoop taking Matrix and being Pterodactus Prime best thing."

"Someone got to be new Prime," a new voice cut in matter-of-factly.

Swoop and Sludge whirled to find Snarl regarding them from the hangar entrance, arms folded, a completely neutral look on his faceplate that made it impossible to know if he was being sarcastic or not. Not for the first time, Swoop wondered if Snarl was simply incapable of making any facial expressions, or if it was just in his programming to be so stoic and unreadable.

"Someone got to be new Prime," Snarl repeated, once he was sure he had the others' attention. "Autobots need leader. Why not him Swoop?"

"Him Swoop not even want to be Prime, though!" Sludge protested.

Snarl shrugged. "Him Swoop not want to be Prime... but doesn't mean him Swoop bad for job."

Swoop tilted his head quizzically at the Stegosaurus. "You Snarl think me Swoop make okay Prime? Me Swoop thought you Snarl on him Grimlock's side."

Snarl shrugged again. "Me Snarl not stupid. Best to let him Grimlock think what him want to think. Not mean me Snarl have to agree with him." He laid an expectant gaze on Swoop. "You Swoop maybe not have experience, but me Snarl think you Swoop better than SOME choices for Prime. So if you Swoop decide to be Pterodactus Prime for sure... then me Snarl follow you Swoop." And to the other Dinobots' utter shock, Snarl drew himself up at attention and raised a hand to his helm in salute.

It wasn't in a Dinobot's nature to show physical affection; otherwise, Swoop might have tackled Snarl in what the humans would have called a "glomp" right then and there. After bearing the brunt of so much disdain and outright anger from his supposed comrades, it felt wonderful to know that not only were there those who wanted to help and defend him, but would support him in his newfound position.

"So... uh... us Dinobots not throwing Matrix away?" Sludge asked quizzically, looking down at the artifact in his hands.

Snarl gave Sludge a long look, as if deducing what had gone on while he hadn't been listening, then shook his head. "That just make them Autobots even madder. If him Swoop not going to be Prime, then us Dinobots give it back to them Autobots. Someone have to lead Autobots now, or else them Decepticons win."

Swoop couldn't argue that point. It didn't mean he had to like it, though. He still had no idea what his duties were as Prime, or where he was supposed to even start. But he could try, at least. Better to do his best and fail than to never even try.

He extended his hands toward Sludge. "Give me Swoop Matrix."

Sludge gave a grunt of surprise. "But Matrix just hurt you Swoop."

"Me Swoop do this," he insisted. "Not want to... but Matrix must have reason for choosing me Swoop. Me Swoop not know why... but maybe me Swoop find out in time." He braced himself, then reached out to take the Matrix from Sludge.

It still hurt, the reformatting, but somehow it wasn't as bad this time. Perhaps he was expecting it this time, or was used to it. Or perhaps the Matrix somehow sensed that he had been through enough pain in the recent past. Whatever the reason, it seemed only the work of a few moments for the artifact to do its job. The fire in his chest and limbs receded, leaving him once again bearing the chassis and armor of Pterodactus Prime.

Of course it was just his luck that Grimlock stomped into the hangar, Slag in tow, just in time to see Swoop's re-transformation. The Dinobot leader folded his arms and glowered at Swoop, while Slag clenched his fists and ground his dental plates, looking like a bull preparing for a charge.

"Me Grimlock see you Swoop waste no time in getting Matrix back," Grimlock snapped. "Change mind already about wanting to be Prime?"

"Me Slag told you Grimlock so!" Slag growled. "Him Swoop join them stupid Autobots now! Not want be Dinobot anymore! Him traitor to us Dinobots!"

Sludge opened his mouth to tell Grimlock and Slag off, but Swoop put a hand on his shoulder to stop him. He turned to regard the Dinobot leader, getting his thoughts in order before replying.

"Me Swoop not WANT to be Prime," he explained. "Not know how to lead Autobots, and them Autobots not want Dinobot as leader anyhow. But Matrix decide. Matrix choose me Swoop, not him Ultra Magnus or you Grimlock. Me Swoop not know why, and me Swoop not like choice... but me Swoop not going to argue. Me Swoop will serve as Prime if need to."

Grimlock just stared for a long moment, as if he couldn't comprehend why someone _wouldn't_ want to be leader. "And if me Grimlock not think you make good leader?" The T-rex regarded him coldly, visor scanning the taller Dinobot as if sizing him up and judging his chance in a fight against him. "You Swoop ready to fight me Grimlock for Matrix if me Grimlock challenge you?"

"Matrix not even work for you Grimlock!" Sludge blurted, then clapped his hands over his mouth, horrified at his own outburst.

"You Sludge on him Swoop's side?" Slag snarled, tensing to spring. "Me Slag say you Sludge not Dinobot anymore either!"

"You Slag stand down!" Grimlock barked, slamming a hand into Slag's chest to halt his charge. "Me Grimlock handle this."

Slag grumbled and glowered at Swoop as if itching to pound him flat, but he stayed put.

"Me Swoop not want to fight," Swoop protested. "Me Swoop know you Grimlock wanted to lead Autobots. And me Swoop not know why Matrix didn't pick you Grimlock. But me Swoop want solve this without fighting. Autobots and Dinobots fight one another, then Decepticons win."

Grimlock grunted in reluctant agreement. "If 'bot becomes Prime without knowing how to be leader, Decepticons win too."

The Matrix pulsed once inside Swoop's chest, and as if prompted by the artifact an idea materialized in his CPU. He mulled it over for a moment, then decided he had nothing to lose by proposing it to Grimlock. The worst he could do was refuse...

"You Grimlock could teach me Swoop?"

Grimlock's visor flashed, as if he were blinking in surprise. "You Swoop want me Grimlock be your teacher?"

"Matrix chose me Swoop to be Prime... but me Swoop can't do it alone," he explained. "Me Swoop never been leader before. Need you Grimlock's help. Need someone to teach me Swoop, to show me Swoop how to lead and command. Me Swoop need you Grimlock to show me." He raised an arm, saluting the Dinobot leader. "Me Swoop would be honored to learn from best."

If Grimlock picked up on Swoop's flattery, he didn't seem at all displeased by it. He regarded Swoop a moment longer, then nodded in satisfaction.

"Me Grimlock accept," Grimlock replied, "on one condition. When me Grimlock taught you Swoop everything me Grimlock know, you Swoop make me Grimlock second in command."

"Deal," Swoop replied, and extended a hand toward the Dinobot leader. Grimlock gripped it briefly, sealing the agreement.

"Me Slag can't believe you Grimlock going along with this," grumbled Slag.

"You Slag have problem with me Grimlock being in charge?" Grimlock demanded.

"Me Slag have problem with you Grimlock and you Swoop going with Autobots now!" Slag snarled. "Us Dinobots! Autobots hate us, lock us up. Why us suddenly helping them?"

"Us Dinobots still Autobots," Swoop replied. "Maybe them Autobots see us as stupid and useless, but us Dinobots know better. Us Dinobots can still help Autobot cause."

"Plus, this give us chance to kick Decepticon butt," Snarl pointed out. "Us Dinobots have Prime on our side now... us Dinobots stronger now, maybe unstoppable."

That seemed to strike the right chord with the Triceratops. A brief flash of glee crossed his features before his scowl settled back into place, though if Swoop wasn't mistaken, his scowl wasn't as deep as before. "Okay... but if him Pterodactus or him Swoop or whatever him called now get butt kicked, me Slag quit."

Snarl just nodded once in reply. Apparently he was of the same mind as Swoop - that once Slag was actually out in the thick of battle, he'd forget all about his threat whether butt was kicked or not.

"So you Swoop Pterodactus Prime for good now," Grimlock noted. "What you Prime going to do first?"

Swoop opened his mouth to answer, then shut it again. He honestly hadn't thought this far in advance. "What you Grimlock do in situation?"

"Me Grimlock not leader," Grimlock pointed out. "You Prime decide."

"Me Swoop thought you Grimlock supposed to be teaching me."

"Me Grimlock believe in learning on job," Grimlock replied, and Swoop swore he could hear a smirk in his voice. "And lesson one - you Prime stop thinking you Swoop. Think Prime, not Swoop. Not make good leader unless BELIEVE you Prime leader. Understand?"

"Me Swoop... me Prime understand."

"Good. Now what you Prime's first action as Prime?"

He pondered that for a moment, then made his decision. "Me Prime say us Dinobots go to Cybertron."

"And why us Dinobots go to Cybertron?" Grimlock asked, cocking his head to one side.

"When me Prime went to command center, them Autobots talking about something big near Cybertron," he explained. "Something happen to moonbases too. Me Prime think someone need to check things, and if them Autobots not going to do something about it, then us Dinobots do something."

Sludge moved toward the nearest operable shuttle, but Grimlock grabbed his arm to hold him back. "No, Sludge! Him Prime not give order to move out yet!"

Oh. Whoops. "Move out! Dinobots..." Dinobots couldn't exactly roll out, could they? "Dinobots charge!"

Sludge whooped and stomped gleefully aboard the shuttle, Grimlock not far behind. Snarl followed at a more sedate pace, while Slag stalked along after the others with an unhappy grimace. Only when all his teammates were safely aboard did Pterodactus Prime board the shuttle, still apprehensive but feeling far more confident than he had less than an hour ago.

* * *

"He's WHAT?" Despite all efforts at self-control, Ultra Magnus couldn't stop his voice from shooting up an octave in shock.

"Gone," Arcee repeated. "He's not anywhere in the base, and he hasn't reported to the medbay since yesterday. And when I checked the Dinobots' quarters, they were empty. It's not just Swoop, all the Dinobots have just vanished."

"And it gets worse," Hot Rod added. "There's a shuttle missing from the hangars. It must have been stolen while everyone was handling that power failure in the southwest sector."

"Scrappin' Pit," Kup groaned, reaching up to rub his temples. "We should have seen this coming..."

"We should have taken the Matrix away from him when we had the chance," Springer retorted. "Perceptor could have done it while he was examining him that first time..."

"I was unsure if attempting to relieve Swoop of the Matrix by coercion or force would be successful," Perceptor replied, holding his hands up as if trying to assert his innocence. "And there was no predicting Swoop's reaction to such an attempt either. I am a non-combatant, and Swoop is a rather large warrior... I believe anyone in this room can deduce the inevitable outcome of that altercation."

"Still, it would have saved us a lot of trouble," Springer retorted. "We could have knocked him out and-"

"It's a little late for I-told-you-sos, hotshot," Kup put in, ending that debate before it could go any further. "We gotta figure out what we're gonna do about this whole mess now, not waste time trying to blame someone."

"First Prime, then the moonbases, now this," groaned Hot Rod. "Where do we even start?"

"First things first," said Ultra Magnus, sounding far calmer now than he had a minute ago. "We prepare Autobot City in the event of another attack. Then we go after the Dinobots."

"Why not do both at once?" asked Arcee. "We can leave troops here to finish the repairs, and send a search party out to find the Dinobots."

"Not a bad idea," Kup acknowledged. "Kill two cassette-birds with one shot."

"We're stretched far too thin as it is," Magnus replied. "We need all our resources for-"

Blaster burst in at that moment, skidding to a halt so quickly he nearly careened into the conference room table. "Ultra Magnus!"

 _Primus, what now?_ Magnus thought, turning to face the cassette-carrier and hoping the frustration and worry he felt didn't show on his faceplate. "What is it?"

"Just got a ping from Cosmos, Magnus sir!" Blaster replied, his usual easy tone replaced with panic. "He's spotted an Autobot shuttle leavin' the planet, an' when he hailed it he got Grimlock tellin' him to bug off. It's on a direct course for Cybertron!"

Magnus' spark lurched at that news. Things were worse than they feared - Swoop wasn't trying to take leadership of the Autobots. He and the Dinobots had split off from the Autobots entirely and were heading for Cybertron... perhaps to start their own faction, or even to join the Decepticons. They'd allied themselves with Megatron before, so it wasn't much of a stretch to imagine they'd finally grown dissatisfied with conditions among the Autobots and opted to throw their lot in with the other faction a second time. And with the combined mech-power and firepower of the Dinobots and the Matrix as a bargaining chip, what sane Decepticon leader would refuse?

"That settles it," he announced. "We've got to go after them and cut them off. And if we're to have any chance of stopping them before they reach Cybertron, we've got to leave now." He turned to Hot Rod. "You were just recently in the hangar - do we have any flight-worthy ships left?"

"A couple," Hot Rod replied. "The Dinobots took the one in the best shape, but we've still got a few."

"Take Blurr and Arcee and get one flight-ready," Magnus ordered. "Kup, Springer, Perceptor, get your weapons and get ready to go - you're coming along as well. Blaster, I'm leaving Autobot City in your charge until we get back. Alert us if the Decepticons show up again, or if anything else happens."

"Roger-dodger," Blaster replied, saluting crisply.

Blurr bolted from the table and out the door with enough speed to send his chair skidding across the floor, while Hot Rod and Arcee ran after him in a vain attempt to catch up. Kup and Springer, too, stood and vacated the room, heading for the armory. Perceptor touched the side of his helm as he made a radio call, no doubt to make sure the repair bay would be okay in his absence and to appoint someone to take his place as head medic until he returned. Magnus pushed himself to his feet, allowing himself a brief moment to collect his thoughts and brace himself before heading for the hangar.

 _This just gets worse all the time,_ he thought darkly. _This Dinobot Prime will be the doom of us all if we don't stop him._

* * *

Somewhere in the void between Earth and Cybertron, surrounded by the shattered remains of the two moons he had just recently dined upon, Unicron watched and brooded. The sight of a being of his power was not limited to what lay within the scope of his optics - even as he watched the newly anointed Prime make his way toward Cybertron with his brothers in tow, he also paid careful attention to his new herald, Galvatron, as well as the activities of the remaining Cybertronians on Earth. It amused him to see them scurrying like cyber-roaches in the wake of recent events, scrambling to somehow separate the new Prime from the Matrix, as if they could interfere with the will of Primus. Galvatron, too, was providing a source of entertainment as he laid waste to those who dared to oppose his rule, asserting his claim over the Decepticons, little knowing that they were just as doomed as the Autobots.

Pterodactus' actions were less amusing, however. Indeed, they came close to troubling the Chaos Bringer.

 _So young Swoop has elected to accept his position as Prime after all,_ he thought, grinding his fangs in annoyance. _And he seeks to rule in earnest._ Pity. He had seemed well on his way to rejecting the calling, leaving the Autobots leaderless and weak. That would have made his goal so much easier.

Not that Unicron was giving up. His power wasn't limited to destroying planets and reformatting mechanisms - he had ways of influencing weaker minds, through persuasion or through pain, whichever suited his fancy at the moment. And if Pterodactus Prime opted to continue despite everything... well, he wouldn't live for much longer.

He focused his attentions on Galvatron, now less amused than irritated at the herald's antics. The violet mech sat upon the Decepticon throne even now, a throne still warm from the ashes of its former occupant, as he gloated over his newfound power. Unicron uttered a growl that rippled through the blackness of space. Fool. He hadn't created Galvatron simply to let him rust on the throne. Already his creation had forgotten his purpose... and would need a harsh reminder.

Galvatron's triumphant laugh abruptly twisted into a scream of agony as Unicron stabbed ruthlessly into his CPU. He toppled face-first off the throne, writhing in pain, his shrieks ripping the air and drawing stunned and horrified looks from the Decepticons.

"Master... what..." he gasped.

 _You have not yet fulfilled your duty as my herald,_ Unicron thundered. _Go forth, Galvatron, and destroy Pterodactus Prime and the Matrix with him. This I command you._

"Yes... master," Galvatron hissed, and shoved himself to his feet. One of his soldiers, Cyclonus, rushed forward to help him up, but he waved him away angrily and stalked off.

Satisfied that his creation would obey, Unicron returned his gaze to the Dinobots' shuttle, which was slowly but steadily bridging the distance between Earth and Cybertron. Had he been in robot mode, he would have worn a fearsome smile. Pterodactus Prime was about to get a very rude introduction to just what it meant to be a Prime.


	5. Chapter 5

"Prime! Stand up straight! You Prime not slouch!"

Pterodactus winced as Grimlock grabbed his shoulders and yanked them back, adjusting his posture none too gently. "Me Sw- me Prime _was_ standing up straight."

"Not straight enough," Grimlock retorted. "You Prime need look part of leader, not just act part. Shoulders back, chin up. Be confident!"

"Shoulders back all the time anyway," Pterodactus muttered. "Comes with being flier."

"Not mumble either," Grimlock ordered. "Leader speaks clearly! Loud and strong, not weak and mumbling!"

Pterodactus wanted to sigh, but he kept quiet, figuring Grimlock would just leap on that as another "teaching opportunity." He was seriously starting to regret asking the Dinobot leader to serve as his mentor - Grimlock's idea of teaching consisted mostly of yelling at his student whenever he did something wrong. Not that Grimlock hadn't yelled at his team on a regular basis from day one, but he seemed to relish the opportunity to boss the Prime around.

The shuttle was two days out from Earth, with at least another day's travel until they reached Cybertron. Snarl had assumed command of the ship, and it had startled everyone to learn that the quiet, stoic Dinobot not only knew how to fly, but was a fairly competent pilot. When Sludge had asked where he'd learned how to fly a shuttle, Snarl had only shrugged and given an annoyingly vague answer of having "picked it up somewhere." Pterodactus figured he would press him for further explanation once they reached Cybertron.

In the meantime, Pterodactus spent his time trying to keep Slag and Sludge busy enough that they wouldn't get bored and take out their restlessness on each other or the ship itself... and getting lectured, bellowed at, and endlessly corrected by Grimlock. The T-Rex seemed to find fault with the new Prime's every action, from the tone of voice he used when addressing the others to the way he stood. And every order he gave the others was followed up by a roar of criticism from Grimlock.

At least keeping Slag and Sludge occupied had proven simple enough - at Pterodactus' direction they had ripped out the last few rows of seats in the shuttle, creating a clear space where they could spar and grapple. Slag never got tired of fighting, even if it was simply practice, and Sludge could always benefit from further training. When Grimlock wasn't "teaching" Pterodactus, he was often supervising the other two, shouting out advice or wading in to break it up when Slag got too caught up in the fighting and forgot he was simply practicing.

"Prime, stand straight!" Grimlock barked, jolting him out of his thoughts.

Pterodactus squared his shoulders back, drawing himself as straight as he possibly could, and shot Grimlock an annoyed glare. The Dinobot leader only chuckled before turning his attention back to Slag and Sludge, both locked in a violent embrace as they wrestled.

Snarl looked up from the controls. "Planet coming up on scanners, Prime."

"It Cybertron?" Pterodactus asked, moving to stand behind the pilot's chair.

Snarl shook his head. "Not planet identified on me Snarl's maps. You Prime want us to check out?"

Pterodactus shook his head. "Us Dinobots on mission, remember? Check Cybertron and moonbases first. Maybe then us Dinobots come back and look at planet."

"Prime!"

Pterodactus clenched his jaw. "What now?"

"You Prime not say 'maybe'! You Prime leader! Need be certain of orders Prime gives! Us Dinobots come back to planet or not come back, but no maybe!"

Pterodactus ground his dental plates but nodded. "Yes, Master."

Grimlock snorted, catching the sarcasm but not disapproving of the title, and turned back to supervising the sparring session. Slag currently had Sludge in a headlock and was trying to wrestle him to the ground, while Sludge bucked and thrashed wildly to escape. Pterodactus wanted to rush in and pull the fighters apart, but Grimlock was in charge of watching the two of them, and he had to trust that the Dinobot leader would do his job. That was one of the lessons Grimlock had roared at him early on - once you assigned someone a task, you left them to do it and didn't interfere. A leader had to delegate, and if they stepped in to take over everyone's job they'd have no time left to do any actual leading.

 _Still feels so strange to be ordering him Grimlock around,_ he thought. _CPU says him Grimlock still me Swoop's- me Pterodactus' leader, but also say me Pterodactus leader over him Grimlock. So confusing..._

"Ships coming in, Prime."

"Autobots?" he asked, turning back to Snarl.

The Stegosaurus shook his head. "No ships me Snarl familiar with."

That wasn't exactly helpful - the Dinobots had limited experience with starcraft, so any remotely exotic ship would look unfamiliar to them. "Got scanner information?"

Snarl touched a control, bringing up a few readouts on the console screen. Pterodactus frowned as he looked the readouts over. These ships wore the Decepticon crest, but weren't Seekers or Astrotrain - rather, one was a sleek lavender jet with queer forward-angled wings, while the others resembled flying blue boats more than anything else. He almost laughed at these strange vehicles, but clenched his jaw to hold his laughter in, not wanting to give Grimlock yet another opportunity to yell at him. Doubtless he'd have something to say about a leader needing to be serious at all times or something to that effect.

"How many?" he asked.

"One jet..." Snarl paused to count. "Ten, eleven blue ships. Maybe more."

Frag. "Evasive action," he ordered.

"Us Dinobots not run!" Slag bellowed, letting go of Sludge so quickly the Brontosaurus sprawled onto the floor. "Us stay and fight! Us not cowards!"

"Us Dinobots outnumbered," Pterodactus retorted. "Also, us not know if ships have other Decepticons aboard. Best to evade."

"You Swoop promised us butt-kicking," Slag pointed out, pouting angrily.

"It stupid to fight when odds this bad," Pterodactus informed him. "Dinobots sit down and buckle in. This going to be rough ride."

"Prime! You Prime not let Slag get away with calling you Swoop! You Prime, tell him Slag to call you Prime! And not let him Slag backtalk you either-"

Pterodactus gave an exasperated squawk, cutting him off. "Us not have time for lesson, Grimlock! Dinobots sit down! Snarl, evasive action! Now!" And he flung himself into the co-pilot's chair and buckled himself in.

Snarl wrenched at the controls, and the starscape swirled dizzyingly in the shuttle's viewscreen as the craft went into a spin. Scarlet and violet laser blasts flashed outside as the Decepticon ships opened fire, swarming around their ship like rust roaches around a prime scrap of metal. Pterodactus gripped the armrests of his chair so hard they crumpled like paper under his fingers, trying to fight the panic rising in his systems. There were so many of them, all with far more firepower than a simple Autobot transport...

With a growl of concentration Snarl hauled at the controls again, and the shuttle went into a steep dive. Then he gave a deft twist of his wrists, and a cluster of blue ships scattered like glitch-mice before a cassette-cat as he barreled right through them. Despite his fear, Pterodactus couldn't help but be impressed. Wherever Snarl had "picked up" his piloting skills, he'd done a thorough job of learning.

"You Snarl can fly!" Sludge shouted approvingly, echoing Pterodactus' thoughts.

Snarl shrugged, not taking his gaze off the viewscreen. "Him Ironhide good teacher," he grunted dismissively.

That was news to all the Dinobots... but before any of them could question him further, the entire ship jolted violently, like an animal bucking in pain. The rending of metal melded with the blare of a klaxon alarm as the ship continued to shudder, and the reek of burning rubber and grease filled Pterodactus' olfactory sensors.

"Snarl!" he shrieked. "What going on?"

"Us lost main engines," Snarl replied, his tone level but his voice laced with dread. "Us going down."

Pterodactus' fuel tanks clenched at that news. "You Snarl still able to control ship?"

"A little," Snarl admitted. "Emergency engines still online. Can land us Dinobots if lucky..."

The ship bucked again, and lights flared all over the console in response as system after system went haywire. Sparks and smoke sprayed from the controls, and the shuttle's interior lights flickered wildly before winking out entirely. The ship spun out of control, hurtling toward the planet's surface.

Pterodactus' last thought before impact was that it looked like Slag was going to get the fight he wanted after all... even if it meant their doom.

* * *

"Figures," Kup growled. "Given how our run of luck has gone lately, we should've expected this."

"If you could cease complaining long enough to locate a hydospanner for me, Kup, I would greatly appreciate it," Perceptor informed the old truck.

Kup grumbled a little but retrieved the tool. "How much longer?"

"Difficult to say," Perceptor replied, "given that I have just begun examining the damages. I should have an answer momentarily."

"Try to step it up a little," Ultra Magnus ordered. "I want us off this planet as soon as possible. We don't know what lives here, and we still have Dinobots to catch."

Perceptor nodded and turned his attention back to the transport's engine, scanner in hand to figure out the location and extent of the damage.

Magnus sighed and raised a hand to rub at his temple, pain sensors in his CPU pounding. When Hot Rod had done preflight checks on this ship, he had either missed some critical damage or seen it but dismissed it as trivial. It wasn't until they were two days' flight from Earth that the transport had begun acting up, engines stalling repeatedly and the steering systems locking up and refusing to cooperate. Somehow Perceptor had been able to jury-rig the controls enough to allow some limited mobility, and they had been able to coax enough life out of the engines to let the ship limp to a landing on the nearest non-hostile planet. Once it had touched down, though, the engines had died completely, and so far all their attempts to restart them had failed.

They were stranded, far from Earth or Cybertron, and with no way to contact Autobot City for backup. And while they burned precious time dealing with a balky shuttle, the Dinobots could be anywhere... and the Decepticons could be planning who-knew-what.

 _They could have returned to Autobot City by now and leveled it,_ Magnus thought darkly. _Or the Dinobots could have joined forces with them already and declared themselves rulers of Cybertron. Or maybe they just worked out an exchange of some kind... the Matrix for free reign of Cybertron, maybe, or for a piece of the planet of their own to call home..._

He shook his head, trying to snap himself out of that depressing line of thought. Brooding over the situation wasn't going to help. If they were going to stop the Dinobots from doing something rash, they had to act, not just think about how much worse the situation could get.

"Where are we?" Arcee asked, lowering her magnification visor for a better look at the horizon. "This doesn't look familiar at all."

"The starmaps just call it Junk," Magnus replied. "Beyond that, I know nothing. There's no significant resources here, and nothing of value. Not even Megatron wanted this system."

"That's because it's a junk world, just like the name says," Kup added. "Junk worlds are dead planets that civilized worlds use as dumping grounds for their garbage. No ecosystem to wreck, no native sentient lifeforms to complain about the mess, and it doesn't clutter up the actually useful worlds, so everyone's happy. Though that's not to say junk worlds STAY dead - sometimes mechs or organic life forms colonize them and make their own civilization out of other worlds' castoffs. Reminds me of my stint back on Thyferra IV when we stopped on a junk world to unload some trash and..."

Magnus moved out of audial-shot - he'd heard this story many times before and didn't feel like sitting through another retelling. Besides, he had more important things to be doing. Like checking up on the younger 'bots and making sure they hadn't gotten themselves into trouble. Kup had sent Hot Rod, Springer, and Blurr off to scout the area for threats soon after they'd touched down, though Magnus was of the opinion he'd done that just to get them out from underfoot for a while.

 _Springer, status report,_ he commed.

 _Just a junkyard as far as I can see,_ the triple-changer replied, sounding rather annoyed. _What's the old clunker expect us to find out here anyway? Not even Insecticons would want to live here._

_Better safe than sorry, Springer. Are the others with you?_

_No, why?_

_Head on back. We'll work on getting some kind of camp set up, since I doubt Perceptor'll let us recharge in the shuttle while he works on it. Report back immediately if you see anything unusual or suspicious._

_Yessir. Springer out._

Magnus cut the connection, then switched channels. _Blurr, status report._

_Nothing-to-report-Ultra-Magnus-sir-just-a-lot-of-junk-junk-everywhere-no-Decepticons-nothing-interesting-just-junk..._

_I get it, cool your engine,/i_ Magnus sighed. i _Come back, I'm calling the scouts in._

_Yes-Ultra-Magnus-sir-back-in-a-flash-I'll-be-right-there-sir-_

He didn't wait for Blurr to sign off, just cut the call and pinged the final scout. _Hot Rod, status report._

Silence.

 _Hot Rod, answer me. This isn't funny._ It would be like the young punk to mess with his commanding officer by not responding right away...

 _Magnus!_ Hot Rod's voice rang with panic - and just a hint of embarrassment.

_Hot Rod! What's going on?_

_Let's just say I met the natives, and they aren't friendly._

_Oh, for the love of... what did you do?_

_I didn't do anything! I was walking through some stacks of trash, minding my own business, and they attacked me! I'm in vehicle mode trying to outrun them right now..._

_We'll be there as soon as possible,_ Magnus replied. _What's your location?_

_About a kilometer out and closing._

_And closing..._ His voice trailed off as he realized just what Hot Rod was implying. _You're leading them right to us!_

_Um... whoops? I can pull a U-turn or something..._

It was a little late for that move to be of any use - a sleek scarlet sports car with yellow flames rocketed over a nearby mound of junk at that moment, going fast enough that he caught air for a few seconds. The "natives" he spoke of were only a matter of seconds behind, whooping and cheering as they chased him down. Not Cybertronians but similar in design, they were armored in various shades of brown and rust, with spikes and horns in odd places and body parts that looked as if their creators had just drawn components at random from a spare parts bin to construct them. They were mounted on battered, bulky motorcycles with the same rusted, ramshackle appearances as their riders, and they carried an assortment of axes, guns, maces, chains, and whatever other weapons they had managed to scrounge from the litter around them... and the scowls on their faces were proof enough to Magnus that they had every intention of using them.

"Autobots, we've got incoming!" he shouted, drawing his gun from subspace.

"What in the Pit..." began Kup, looking up from his and Perceptor's work.

Blurr chose that moment to show up, appearing in a streak of blue at Magnus' side. "Decepticons-we've-got-Decepticons-how'd-they-find-us-here-Decepticons-they've-found-us-somehow-"

"Shut up!" Springer snapped, touching down in his helicopter mode and quickly transforming. "I don't know what the frag they are, but they aren't Decepticons!"

"Autobots, protect the transport at all costs!" Magnus barked. "And be ready for anything."

Hot Rod skidded to a halt just to Arcee's side, transforming and yanking his own weapon out of subspace. The rust-colored mechs leaped from their vehicles and continued their charge on foot, and said vehicles transformed into more junky-looking mechs who drew weapons and joined their comrades. None of them wore a crest, but they had a feral look to their optics that wouldn't have looked out of place on the more vicious Decepticons.

Magnus was about to squeeze off the first shot when a shout cut through the battle cries of the attackers, bringing them to a screeching halt as surely as if someone had hit the pause button on a holo-recording.

"I say, is that any way to treat a guest, chaps?"

The mechs formed an uneven line before the Autobots, still clutching their weapons but staring at the intruders and each other with puzzled expressions, some muttering their confusion but most electing to keep silent. Magnus released his hold on the trigger of his weapon but didn't lower it, nor did he give the order for the Autobots to stand down. For all they knew, this could be a trick.

"Welcome to the Tonight Show!" the voice announced. "Nice to have you here! Wow, what a crowd! Move along, move along..."

Their would-be attackers parted to either side to make way for the speaker - another rust-and-brown mech, with a large blocky-looking helm, a pair of straight horns jutting like antennae from said helm, and long thin filaments of metal hanging from his upper lip plate and chin, almost like a human beard and mustache. Like his comrades he carried a weapon, a quadruple-bladed axe that he held at his side and swung casually back and forth as he walked. His angular optics were narrowed as if in suspicion, but he wore a friendly smile as he approached the Autobots.

Magnus decided this must be the planet's leader, or at least the leader of this particular group, and he was about to address the mech when a hand on his arm made him pause.

"Let me handle this," Kup told him.

Magnus frowned. What was he playing at? Kup was far better known as a warrior than as a statesman, and as far as Magnus could tell the old truck wasn't exactly famed for his diplomacy skills. "Kup, I'm not sure..."

"Trust me," Kup insisted, giving a confident grin. "I'll use the universal greeting on them."

"Universal greeting?" repeated Arcee. "I've never heard of it."

"It never fails," Kup replied, and he stepped forward.

The bearded mech cocked his head to one side as he regarded Kup. "Curiouser and curiouser," he noted, then his grin widened. "Hello hello, welcome to the show. Where you from? What's your name?"

Kup pulled something out of subspace - an energon chip, from the look of it - and offered it to the mech. "Bah wheep grah nah wheep ninny bong!"

Magnus shook his head and quickly rebooted his audials, certain he'd misheard the mech. The first thing he heard when his audials came back online was the snorting of barely suppressed laughter from Hot Rod and Springer.

"I didn't understand a word of that," Arcee murmured.

"Neither did I," Perceptor confessed. "Linguistics and anthropology are not my primary areas of expertise, but if Kup says it should work, then I trust him."

The leader's optics flashed, but whether out of recognition or confusion Magnus wasn't sure. "Bah wheep grah nah wheep ninny bong?" he repeated.

Kup nodded, repeated the odd phrase, and placed the chip in the mech's hand.

"What'd he say, boss?" asked one of the mechs, a short and squat being with a scuffed amber visor and two sets of horns on his domed helm.

"Hello, I think," the leader replied. "I could be mistaken - he's using a very primitive dialect - but I do believe they think I am some sort of god!"

Hot Rod and Springer burst into a full-out case of the giggles this time. Arcee turned to glower at them, but that only served to set them off again.

"That's not what I meant!" Kup protested, looking rather offended that his "universal greeting" had flopped.

"Maybe it's best if I took it from here, Kup," Magnus told him, and stepped forward.

"A challenger approaches!" the bearded mech crowed, his grin widening.

"I don't seek to challenge you," Magnus assured him, stowing his gun and raising his empty hands. "I am Ultra Magnus, leader of the Autobots. Our ship was damaged, and we were forced to land on your planet. We don't want a fight, only to repair our ship and continue on our way."

The leader cocked his head first one way, then the other, like a curious turbohound trying to compute its master's orders. Then he gestured grandly to his chest and bowed at the waist.

"And here's your host, Wreck-Gar!" he announced loudly - apparently he had only one volume level, and an annoyingly high one at that. "Guests on our show will be staying at the luxurious Hotel Junk, and say hello to our studio audience, the Junkions! Say hello to our little friends!"

"Um... what?" Wreck-Gar's choice of words, weird as they were, had a familiar ring to them, but he wasn't sure where they came from.

"Whassa matter, need an instant replay?" the Junkion leader replied.

"This guy is bonkers," muttered Springer.

Wreck-Gar's affable smile didn't fade, but his optics flashed as he caught the triple-changer's insult. "You talkin' to me, buddy? You lookin' at me? You must be, because I don't see anyone else around here."

"He-didn't-mean-it-honest-he-didn't-it's-just-been-a-long-day-please-don't-hurt-us!" Blurr babbled, waving his arms frantically as he scraped to salvage the situation. "We-don't-mean-any-harm-we-just-want-to-go-home-YIPE!" He jumped and glared at Hot Rod, who had kicked him in the leg in an effort to shut him up.

"Gentlemen," Wreck-Gar went on, turning to face the Junkions, "I have called you here today because I'm about to reveal the murderer." He turned back to the Autobots, and his smile took on a wicked tilt. "Book 'em, Danno."

That was all the permission the Junkions needed - they fanned out to surround the Autobots, weapons drawn and brandished, snickering and growling eagerly.

"Nice going, bolt-head," Hot Rod snapped at Springer. "Next time keep your mouth shut..."

"Hey, how was I supposed to know he could hear me?" Springer shot back.

 _Perfect,_ Magnus thought sarcastically. _As if this day couldn't get any worse. Wherever the Dinobots are, I hope they're happy about this mess they've gotten us into._

* * *

_Lights... colors... shapes and symbols that he almost recognized, but whose meanings slipped through his grasp like water... faces he almost remembered, flickers of emotions that were not his own..._

"Swoop, wake up, please, Swoop..."

"You Sludge not call him Swoop! Call him Prime!"

"Not call him anything if him dead..."

"You Slag shut up!"

_His own visage, as if reflected back to him in a mirror... said visage peeling and flaking away like an ancient paint job to reveal the masked face of Optimus Prime... then the mask crumbling apart and the helm falling away to reveal another face... Sentinel Prime, he realized, though how he knew that name he had no clue..._

"Him not dead, me Sludge hear him Swoop's spark going!"

"If him _Prime_ not sleeping, then why him Prime not wake up?"

"Me Slag say slap him, that always works..."

"Me Grimlock kick you Slag's butt if you Slag hit him Prime..."

_The face of Sentinel Prime cracking and falling away to reveal yet another mech's face... face after face peeling away, always with another beneath, like those funny nesting dolls Carly had once shown him... until the final face snarled back at him like the skull of an animal, horrific fangs and empty sockets regarding him not with hatred, but with something worse - the dismissive contempt one felt for an insect or other pest, just before crushing it..._

"Swoop!"

"Mrrgh... not shout, please," Pterodactus groaned, finally managing to slide open his optic shutters. His optics registered only a blurred mess of colors until he quickly rebooted them, the fuzzy image resolving itself into Sludge's worried face hanging over him, and Slag and Grimlock looking on behind him.

"Him Swoop awake!" Sludge cried, his face lighting up with a huge smile. "Him Swoop going to be okay!" And Sludge promptly burst out crying, flinging his arms around Pterodactus and burying his face in his chest.

"Um... me Prime okay," Pterodactus replied, bewildered. "You Sludge going to be okay?"

"Me Sludge just happy you Swoop okay!" Sludge bawled. "Me Sludge not want to lose brothers! Already lost him Wheeljack and him Ratchet, not want to lose you Swoop too!"

"Oh..." A slash of pain went through his spark at that reminder, and he patted Sludge's back in what he hoped was a comforting manner. The past few days had been so busy none of them had found the time to mourn the loss of their creators, but the loss still ate at them. Of course Sludge would have worried that yet another member of his family had perished, and been desperate not to lose another mech he cared for.

Finally Sludge pulled away, wiping optic cleanser from his face with both hands. "S-sorry... me Sludge just happy you not dead."

"It okay," Pterodactus assured him. "Not be sorry."

"How you Prime feel?" asked Grimlock, holding a hand out.

"Head feels funny," Pterodactus admitted, grasping Grimlock's hand and hauling himself to his feet. "Had weird dreams..." Then he remembered the crash, and his spark jolted with fear. "Everyone okay?"

"Not ask if everyone okay," Grimlock replied, his gruff "teaching" voice returning. "Ask 'damage report.'"

Pterodactus snorted. He hardly thought this was the time for corrections. "Damage report."

"Scratches and dents," Snarl replied. "All us Dinobots knocked offline in crash, but you Pterodactus offline for hours after us Dinobots woke up." A frown crossed his features - a disturbing sight, as it took a great deal for Snarl to express any emotion. "Ship totaled in crash."

Pterodactus groaned. "It keep getting better, doesn't it?"

"That not worst part," Slag growled. "Planet us Dinobots crash on inhabited. Us Dinobots captured while knocked out."

Pterodactus wanted to groan again, but bit the sound back just in time. "By Decepticons?"

"Not Decepticons," Snarl corrected. "Something else."

Something else... that sounded far too ominous for Pterodactus' liking. He took quick stock of his surroundings, and for the first time noticed that they were surrounded by bars on three sides, and a featureless blue steel wall on the fourth. Through the bars on their left he could see a cluster of blue bat-winged mechs, obviously packed into their cell too tightly for their liking and bickering irritably amongst themselves. In the cell on the right, a lean ivory-colored mech with red detailing huddled in a corner and shook with fear. Outside the bars he could make out a massive chamber with a high vaulted ceiling, doors massive enough to easily admit Omega Supreme, and a deep pit of some sort in the center of the room. A sort of half-bridge, almost like the classic plank on a human pirate ship, extended over this pit, and perched at the edge was a shivering mech who stared up at a high-set podium with a pleading expression. At said podium...

Pterodactus gave a strangled squawk, feeling his fuel pump stutter in shock. At said podium hovered the vicious face from his nightmares, attached to a weird bulbous body that writhed with tentacles.

"What that?" Sludge asked, staring at the creature.

"Look like something from those Cthulhu books him Skids was reading," Snarl noted.

Before the Dinobots could muse any further, a harsh voice ripped through the chamber. "Has the magistrate reached a verdict?"

The skullish face's fanged maw opened, and a guttural snarl emerged. "Innocent."

With those words, the plank retracted, and the mech gave a wail of fear and despair as he fell out of sight. Animalistic shrieks and growls echoed from the depths of the pit, accompanied by a horrific rending of metal and components as whatever lurked down there made short work of its victim.

As the Dinobots watched in shock and horror, the magistrate gave a cruel laugh and rotated in place, revealing another face that joined in the laughter... then another, and another...

"You Swoop please say this just a nightmare," whimpered Sludge. "Please say this not real."

Pterodactus shook his head. "Me Prime think this nightmare all right, but still very real. And unless us Dinobots find way to escape, us Dinobots in BIG trouble."


	6. Chapter 6

"For last time, Sludge, Easter Bunny just stupid human legend! No such thing!"

"Me Sludge just saw him! Look! In cell with blue bat mechs!"

"That just funny-looking Decepticon, not bunny!"

"Him purple with bunny ears, maybe him Easter Bunny..."

"Decepticons not Easter Bunnies! You Sludge been watching too much human TV."

"You Slag watch lots more TV than me Sludge..."

"Me watch wrestling shows, not stupid cartoons! Those awesome!"

"Those not even real!"

"Well, cartoons not real either! Just stupid shows to sell toys!"

"I can hear you idiots talking about me, you realize," the mech in question said coldly, glowering through the bars at the Dinobots. His comment went unheard by Slag and Sludge, who were now hotly debating the merits of their favorite shows.

It took all of Pterodactus' strength to not simply reach over and whap the two upside the helms in frustration. What had begun as a CPU-storming session, with the Dinobots discussing possible options for working their way out of this predicament, had descended into a verbal free-for-all that was rapidly building up to a physical fight. Sludge, not exactly famous for having the longest of attention spans, had spotted a patch of lavender among the blue mechs in the neighboring cell, and when said patch turned out to be a jetformer mech with hornlike projections on his helm that Swoop reluctantly admitted somewhat resembled rabbit ears, Sludge had somehow been convinced the mech in question was the Easter Bunny. Never mind that the Easter Bunny was a human conceit, and an obviously fictional one at that, the simple-minded Dinobot wouldn't be swayed from his position.

At first the violet mech had merely looked amused at the Dinobots' argument, but was rapidly looking less amused as time passed. Now he simply glowered icily at Slag and Sludge, who were completely oblivious to their unappreciative audience. The blue mechs gathered around the violet Decepticon smirked and chuckled, but seemed reluctant to voice their mirth too loudly.

"Grimlock, shut them up," Pterodactus finally groaned.

"Yes, Prime," Grimlock replied with obvious relish, and proceeded to shove Slag and Sludge apart and plant himself between them. Both Dinobots glared at each other around the T-rex's bulk, but at least the argument ended.

With a sigh Pterodactus turned away from the scene, his irritation fading only to be replaced with a gnawing worry. They were no closer to finding a way out than when they'd started. Their cell seemed unbreakable - despite Pterodactus' new strength, whatever material made up their prison was strong enough to not give when he struck or pulled at it. The floor and ceiling of the cell seemed equally indestructible. The guards looked to be about as bright as sacks of rocks, dumb enough to not respond to any attempt to bribe or threaten them into cutting a deal of some sort. And their tentacled captors showed no inclination to draw close enough for the Dinobots to attack them through the bars. There had to be some sort of way out... but whatever it was, it was escaping them at the moment. And they had to find it fast, before their captivity ended in a messy, humiliating deactivation at these creatures' tendrils.

Pterodactus turned to say something to Snarl... and noticed they had yet another spectator. The occupant of the cell on their other side was beckoning frantically to him, waving him closer. Curious, he approached the bars.

"Who you?" he asked, kneeling to keep from towering over the slender mech too much.

The ivory-and-red mech cocked his blocky, V-shaped head to one side, optic ridges drawn close together in a puzzled frown. "You are the one they call the Prime? The Prime that leads the Autobots of Cybertron?"

"Me Pterodactus Prime," he confirmed, nodding.

The mech's optics brightened in surprise. "You don't seem to be the type to serve as a Prime. No offense intended."

"Me Pterodactus kind of new to job," Pterodactus confessed. "Just got Matrix couple of days ago."

The mech considered that. "Well," he decided at length, sounding weary and resigned, "you aren't what I expected, but I suppose you'll do." He extended an arm through the bars. "Kranix, former resident of the planet Lithone."

"Never heard of Lithone," Pterodactus replied, taking Kranix's hand in his and shaking it. He tried to be gentle, but the Lithonian winced and withdrew his arm, flexing the finger joints as if checking for damages.

"I'm not surprised... and frankly, I doubt anyone will hear of it again," Kranix lamented. "Our planet was destroyed."

"Oh... me Pterodactus sorry. It Decepticons who destroyed it?"

"Decepticons would have been preferable to what snuffed out our homeworld," Kranix replied with a shudder. "No, something far worse attacked us... Unicron."

Pterodactus couldn't hold back a snort of laughter. Had he heard this mech right?

"You think it's funny?" Kranix demanded, pained anger surfacing in his voice.

"No, not funny," Pterodactus replied, raising a hand to try and hide the smile threatening to form on his mouthplates. "You say Lithone destroyed by unicorns?" The sudden mental image of sparkly horned horses charging down the streets and wreaking destruction was so bizarre he had to clamp his jaw shut to keep from laughing again.

"Uni-CRON," Kranix corrected. "Not unicorns, whatever those are. Unicron is no laughing matter, young Prime. It's the monstrosity of your nightmares, the forces of chaos and destruction made metal. It is the Devourer of Worlds."

All urge to smile or laugh drained out of Pterodactus at that. That name triggered disturbing memories - the memory of that frantic conversation he'd overheard in Autobot City's control room... the destruction of the moonbases, the shock and fear on Kup and Ultra Magnus' faces before they'd chased him out...

And far darker memories that didn't seem to be his own, of an ancient foe long thought to be dormant...

"You must warn Cybertron!" Kranix insisted, reaching through the bars to grip Pterodactus' arm. "Other worlds will follow in Lithone's wake if Unicron isn't stopped!"

"How?" Pterodactus protested. "How us Autobots stop something that strong? If it Unicron big and strong enough to eat worlds, then Autobot army useless!"

"You must find a way," Kranix said desperately, shaking Pterodactus' arm insistently. "If any good comes from the demise of my homeworld, let it be as a warning to the rest of the universe. Please heed my words, Pterodactus. Please find a way-"

The clang of a cell door opening interrupted him, and Kranix glanced up to see two squat mechs entering his cell. Round-bodied and bow-legged, with narrow pig-like optics and dull expressions on their scrunched faceplates, they clumped in the Lithonian's direction and seized him, his skinny arms looking ridiculously fragile in their thick hands.

"No!" Kranix shrieked, kicking and writhing in their grips. "No, please! I am the last survivor of Lithone! You cannot do this to me!"

"Sharkticons, bring the prisoner to the Judgment Pit," growled the creature floating near the judge's seat, a single-faced tentacled creature who seemed to serve as a sort of bailiff in this twisted parody of a courtroom. "Shut his vocalizer down if you must."

"Leave it," the judge hissed, baring its fangs in an expression that was more snarl than smile. "The defendant should be able to plead his case."

Something pressed against Pterodactus' back, shocking him out of a horrified trance. He yelped and whirled to find Sludge behind him, trying to tuck his face behind his wings.

"Me Sludge can't watch," he whined.

"You Sludge wimp," Slag sniffed. "You Sludge watch Decepticons get smashed on battlefield all the time-"

"This different," Snarl pointed out. The Stegosaurus bore no readable expression, but all the same he kept his gaze fixed on the floor, just as unwilling to watch the proceedings as Sludge. "This not fair fight at all. This more like murder. Not same at all."

Sludge nodded in agreement and ducked behind Pterodactus' wing again. Grimlock, too, looked away, shifting uncomfortably at the thought of what was happening. Even Slag suddenly found something fascinating to inspect on the soles of his feet, not looking up as the Sharkticons shoved their prisoner onto the plank spanning the death pit. A shudder went through Pterodactus' frame. Snarl was right - this was murder, plain and simple. The Dinobots were no strangers to seeing death, or even dealing it out on occasion. But there was a huge difference between taking a life in the heat of a battle and killing another being in cold oil... and the fact that these creatures were doing this for their own twisted pleasure made him feel like purging a fuel tank.

Pterodactus wanted to look away, but at the same time he felt compelled to watch the proceedings. He had only known Kranix a few minutes, but the Lithonian had given them fair warning of what threatened Cybertron, and somehow he felt that looking away would be betraying the mech who had helped them.

"You can't do this!" Kranix cried, shaking a fist up at the multi-visaged judge. "I'm the last of my kind! Surely that deserves some mercy!"

"We deal in justice, not mercy," the bailiff rasped. "Has the magistrate reached a verdict?"

The judge pondered a moment, then rotated in place until the skullish face was visible. "Innocent."

The gangplank withdrew, sending Kranix tumbling into the pit. The depths of the pit hid his demise from view, but Pterodactus couldn't suppress a shudder of revulsion at the snarls and screams that rang through the chamber.

And when the judge and bailiff shared their terrible laughter, he ground his dental plates and clenched his fists, wishing he had his sword with him. Hatred seethed like liquid fire through his circuitry. He wanted nothing more than to smash through the bars of his cell and rush the judge, tear its tentacles off, and fling it into its own pit and let it have a taste of its own sick brand of justice. Impulsively he grabbed a bar and yanked savagely, knowing it would do no good but trying to break through anyhow, if only to vent his anger.

"It's quite useless, Autobot. You can't break out. Though if you choose to keep trying it will at least offer us some entertainment before we die."

Pterodactus turned to glare annoyedly at the speaker. Another one of those tentacled guards? No, it was someone in the Decepticons' cell. Not one of the blue mechs, nor the horned "rabbit" mech, but one that he hadn't noticed until now. This mech was royal purple and silver, with a tri-pointed helm almost like a crown and a bright orange cannon fixed to his right arm. He couldn't tell what, if anything, the mech transformed into, and his build was nothing like the Decepticons he was used to seeing - sleek and streamlined, not bulky and boxy. But there was a hard, cruel set to his features and an arrogance to his expression that even Megatron couldn't have matched.

"Strength alone isn't going to get you out, foolish Autobot," the mech continued. "You have to be intelligent. Though I'm going to guess that's not your strong point."

Pterodactus growled, the jab only inflaming his already smoldering temper. "You Decepticon can do better? Me Pterodactus notice you Decepticon haven't broken out yet either."

"The name is Galvatron, Autobot," the mech sneered. "And I could break out of here any time I choose. But your antics amuse me for the moment."

Pterodactus looked the mech up and down, and noted the deep puncture wound in his abdomen that still dripped energon and spat sparks. Apparently amusement wasn't the real reason he hadn't attempted a breakout yet, but he opted not to say anything.

"You do have spirit," Galvatron went on, his cold smile never fading. "I admire that in a mech, even in an Autobot. Even in Autobots obviously as... lacking... in intelligence as your team seems to be."

Grimlock lunged forward, transforming as he moved, and Galvatron jerked back from the bars as steel jaws snapped shut just inches from him. "You Decepticon not insult him Prime! You Decepticon show some respect, or me Grimlock pound it into you!"

"Your Prime?" Galvatron repeated, optics flashing in recognition of the title. "This... mech... is your Prime?" He gave Pterodactus a look of disbelief, then flung his head back and laughed maniacally. "A stupid animal bears the Matrix of Leadership! Oh, that's rich! The Autobots must be in dire straits indeed..."

That did it. Pterodactus had put up with enough abuse over the past several days, and Galvatron's cackling insults were just fuel on an already blazing fire. He had a reputation for being the least violent of the Dinobots, but even he could be pushed too far... and Galvatron had done enough pushing just now to shove him clear past the breaking point.

Before he could fully process what he was doing, his hand darted through a gap in the bars and grabbed Galvatron by the collar of his chestplate, pulling him as close as the bars would allow. The violet Decepticon's optics flared in shock as Pterodactus leaned in, his olfactory sensor inches from Galvatron's, his optics narrowed to angry slits.

"You Galvatron shut up," he hissed, voice quiet but trembling with rage. "Me Pterodactus Prime, leader of Dinobots and Autobots. And me Prime got enough to worry about without you Galvatron getting in way." His grip tightened, leaving deep dents in Galvatron's armor. "You Galvatron have choice - stay out of me Prime's way, or not complain when Dinobots pound you Galvatron to scrap and play catch with parts." He released the mech, letting him stagger back a few steps, then turned away.

Sludge grunted in surprise. "Wow... you Swoop kinda scary when you Swoop mad!"

"Me Slag say should have just pounded him to scrap here and now," Slag muttered. "Him just get in way."

"Us Dinobots worry about them Decepticons later," Pterodactus replied. "First priority getting out. Second priority stopping Unicron thing him Kranix talking about. If it Unicron destroy Cybertron, then not have to worry about fighting Decepticons for it."

"How us Dinobots get out?" Sludge asked. "Can't break out. Can't dig out. Them Sharkticons have keys, and them not come close enough to grab..."

"Us Dinobots discussing ideas before you Sludge and you Slag start fighting," Grimlock reminded them testily.

"It him Sludge's fault!" Slag snapped.

"Is not!" Sludge protested.

Pterodactus turned and smashed a fist into the bars of their cell hard enough to create sparks. Slag and Sludge quieted instantly.

Galvatron had been watching the entire exchange with interest, and now he gazed studiously at Pterodactus, rubbing his chin. He seemed to come to a decision, and with a slight smile he addressed him again.

"Perhaps we can come to an arrangement, Pterodactus Prime." He spoke the title with just a hint of a sneer.

"Arrangement?" Pterodactus repeated.

"A deal," Galvatron went on. "At this moment we are on equal ground - prisoners to these wretched technorganic creatures, to be scrapped at their whim. And as much as it dents my pride to admit it, my Decepticons are not strong enough to break free. But perhaps with a truce... your brute strength matched to our intelligence... we may stand a chance."

"Us Dinobots not make deal!" Slag growled. "Us not trust you Decepticons!"

"My lord, this isn't wise," the rabbit-eared Decepticon added, glaring at the Dinobots through the bars. "We don't need their aid. We can arrange an escape on our own..."

"Silence, Cyclonus," Galvatron snapped. "This will work to our advantage."

Cyclonus scowled but didn't argue.

Pterodactus frowned, pondering the request. The thought of an alliance with a Decepticon, whatever the circumstances, was unthinkable at first glance - cutting any sort of deal with their kind was pretty much stabbing yourself in your own back, after all. And while he had never seen these Decepticons before today, he didn't trust them one bit more than he trusted the ones he was familiar with. Slag, he'd probably trust Megatron before these mechs - better the devil one knew, after all, than an unfamiliar foe whose abilities were unknown at the moment.

But he had to admit that they were running out of other options. He could see no way out of their prison, and it was only a matter of time before they were hauled out of their cells and executed. Perhaps Galvatron knew or had seen something Pterodactus had missed. If nothing else, he could serve as a distraction while the Dinobots made their escape. That could end up shooting down two Seekers with one missile if luck was on their side.

He turned to face Grimlock and Snarl. "What you think?"

Grimlock snorted. "You Prime leader. Decision yours."

Pterodactus ground his dental plates. "Yes, me Prime leader. But me Prime allowed to ask for advice sometimes, right? What you Grimlock think of this?"

Grimlock snorted. "Something not right with him Galvatron... him not like other Decepticons. Me Grimlock not sure if that good or bad. Still, me Grimlock not trust him."

"Us Dinobots not have to trust him," Snarl pointed out. "Make deal, but keep optics on him. And not make promises past getting out of prison."

Pterodactus nodded slowly, considering what each mech had told him. Then he turned back to Galvatron and extended a hand.

"Me Prime make deal. Us Dinobots and you Decepticons team up to escape. After that, us go separate ways." He narrowed his optics warningly. "But us Dinobots going to keep optic on you. And if you Galvatron try betray us, us Dinobots leave you for scrap-eaters."

"Agreed," Galvatron replied, slipping an arm through the bars to take Pterodactus' hand and shake it to seal the bargain. "We combine forces... for now." He drew his arm back. "First order of business... this is likely a stupid question, but is there a competent medic among you?"

Pterodactus scowled. Galvatron wasn't much different from the Autobots in one respect - he assumed they were stupid just because they had "primitive" alts. "Me Pterodactus was field medic before becoming Prime."

"Then perhaps you will consent to doing something about this?" he inquired, tapping the edge of the ragged hole in his abdomen. "This plan will go more smoothly if I'm not leaking fluids the whole time."

Part of Pterodactus balked at the thought of doing repairs on one of the enemy, and he was tempted to say no. But Galvatron did have a point - they had a higher chance of escaping if all participants were in full repair. Reluctantly he checked his subspace pocket, noting that while his sword was missing, they'd left his medical kit intact. He drew it out and motioned for Galvatron to scoot closer to the bars, then set to work sealing off severed lines and wires.

"So the Prime has some useful qualities beyond being a mere warrior after all," Galvatron remarked. When Pterodactus didn't react to the jab but only kept working, he scowled but continued. "Now listen closely, Autobots..."

* * *

"This not going to work!" Slag snapped, stomping a foot. "Him Galvatron tricking us!"

"You Slag have better idea?" Grimlock demanded.

The Triceratops grumbled but made no further argument.

Pterodactus had his own reservations about the plan, not the least of which was said plan entailed the Dinobots making bait of themselves. He guessed he should have expected that - for all their supposed strength and military prowess, most Decepticons didn't like to put themselves in unnecessary danger any more than most Autobots did. But given that Galvatron was still weak from his recent damages, Cyclonus wouldn't leave his commander's side, and the blue mechs (Sweeps, Galvatron had called them) were relatively weak and cowardly in comparison to the Dinobots, it made some amount of sense that Pterodactus and his team carry out this part of the plan in their stead. That didn't mean he had to like it.

Sludge, who had been watching their captors as they cleaned and prepared the pit for its next victim, turned and waved a hand frantically. "Them almost done! Going to come get someone else soon!"

"Good," Galvatron chuckled, patting the temporary patch Pterodactus had installed over his wound. "Now to draw their attention and bring their leaders closer. Get to it."

Slag huffed, then transformed to his dinosaur mode and began pawing at the ground, snorting and huffing like an elephant about to charge. "You Grimlock stupid! You CPU full of beryllium baloney!"

"Oh yeah?" Grimlock snarled, assuming his own animal mode and swinging his head from side to side, teeth bared in a savage smile. "You Slag full of cesium salami! You stupider!"

"You Grimlock stupidest!" Slag maintained.

"Well, you Slag stupidest-er!" Grimlock paused a moment, as if pondering whether that was even a real term, then decided it didn't matter and let loose a fearsome bellow that made the bars of their cell rattle. Slag responded with an equally intense roar and charged, horns lowered to catch the Tyrannosaurus in the belly.

Pterodactus had expected it to come to blows, but the impact of the two slamming together still made him jump. Grimlock and Slag tore and bit at each other as brutally as if this were a true fight and not merely a diversion, their snarls and cries ringing through their prison. Only a careful observer would note that neither combatant struck the other hard enough to tear metal or draw fluids.

"You Slag and Grimlock stop fighting!" Snarl barked, and he, too, transformed and leaped into the fray. His spiked tail slammed down atop Grimlock's snout, and the Dinobot leader bellowed in rage and clamped his jaws down on the appendage. At the same time Slag rammed the Stegosaurus in the side, causing him to stagger... then went down with a howl of dismay as Sludge joined in, charging the Triceratops and bowling him over.

Pterodactus glanced up from the tangle of mechs to see the bailiff and judge look up from observing the preparations, irritated scowls on their hideous faces. Good, they had their attention. Now if they could just escalate things enough to get them to do something about it...

"Break it up!" Pterodactus barked, and he activated his transformation sequence. His equilibrium system spun and lurched briefly as he staggered back on his stumpy animal legs - he had spent very little time in his alt mode since becoming Prime, and he was still unused to the greater size and strength that accompanied the new mode. His wings clanged harshly against the bars as he regained his balance, causing the Sweeps that had gathered to watch the brawl to leap back.

Once he'd regained his bearings, Pterodactus joined in, batting Slag over the head with a wing as if rebuking him for starting the fight. Slag yelped in outrage - feigned or real, he couldn't tell - and blasted a tongue of fire at his teammate. Pterodactus responded with a blast of his own, careful not to actually hit Slag but scorching the air just above his back.

"The primitive units are rioting," the judge growled. "Sharkticons, subdue them."

Pterodactus glanced up from the fighting, trying to ignore the blows to his wings and chassis. Had he still been in mech form, he would have smiled in triumph - the guards were on their way over, flails drawn, expressions dull as ever. One of them stepped forward and opened the door to the cell, then drew a gun from subspace and began to enter.

It never made it past the door. Grimlock kicked out with a massive foot, catching the Sharkticon in the chest and sending it flying across the room. The others watched their companion's involuntary flight with expressions of dim surprise, as if their CPUs still hadn't processed the event.

That was all the diversion Pterodactus needed. "Dinobots attack!"

Grimlock roared a battle cry and charged out of the cell, trampling stunned Sharkticons under his feet. He bent down, grabbed one in his jaws, and shook it like a dog shaking a chew toy. Slag and Snarl burst out just behind the T-rex, plowing a path through the Sharkticons just as they regained their senses and began bringing their weapons to bear. Sludge and Pterodactus brought up the rear, Sludge bathing the creatures in flame while Pterodactus soared over the bedlam, his sights on much bigger prey.

It would have been so easy to leave right then, to plow a path through the Sharkticon forces, break down the door, and leave Galvatron and his ilk to fend for themselves. But just as it had felt wrong to let Kranix's death go unwitnessed, so it felt wrong to renege on the deal he'd struck with the Decepticons. Perhaps Galvatron would have betrayed the Dinobots had their situations been reversed, but Pterodactus was determined to make the Dinobots not go down the same path as the Decepticons, to prove they were the better mechs and worthy to be Autobots. Besides, it looked like the others were intent on getting a little payback against their captors, and Pterodactus figured trying to get them to stop fighting and leave would be rather pointless until they worked out some of their pent-up aggression.

The tentacled bailiff bore its fangs in a snarl of outrage and moved to put itself between Pterodactus and the judge, wielding a silver truncheon that looked more ceremonial than actually useful. Pterodactus aimed a quick blast over the bailiff's head and veered away, taunting it, trying to lure it closer to the cells. The creature hissed in rage but didn't move.

"Eliminate the flier!" the judge demanded. "We have no need of it."

"Yes, Your Honor," the bailiff growled, and it drifted after the Prime, manipulating the truncheon in its tentacles until it folded into a long rifle. Pterodactus hissed a little in frustration. He hadn't counted on their captors having ranged weapons.

Slag solved that problem, albeit inadvertently. The bailiff moved too close to the battle, and it happened to cross right into Slag's path just as the Triceratops charged an attacking Sharkticon. Slag caught the mech in his horns, impaling it, then proceeded to slam into the bailiff as well. Dinobot, Sharkticon, and bailiff skidded forward as Slag scrambled to stop, only to hit the bars of the Decepticons' cell.

The bailiff shoved Slag and the half-offlined Sharkticon away with a hiss of dismay... then yowled in pain as Galvatron struck. The Decepticon didn't use his cannon - Pterodactus guessed their captors had depowered the weapon somehow during his capture - but he quickly proved he didn't need it to be deadly. With a brutal jab he punched his hand through the armor plating the bailiff's body, spraying his plating with a nasty yellow-green ichor. The bailiff flailed and thrashed, screeching in agony, then collapsed as Galvatron yanked his hand free. Cyclonus moved in at that moment, reaching through the bars to search the body for their cell's keycard.

Pterodactus shuddered. Even Megatron had never been so brutal.

A bolt of plasma pierced his left wing at that moment, and with a shriek of pain he turned in midair to find his attacker. One of the Sharkticons held a still-smoking blaster, and as he watched the mech turned to aim it at Grimlock. The Dinobot leader had his back to the marksmech at the moment as he laid into a cluster of Sharkticons, oblivious to the danger.

Pterodactus let out a hawklike battle cry and folded his wings, diving toward the attacker. The Sharkticon flailed briefly as he lifted his prey high into the air, then dropped the mech into the pit. More Sharkticons packed the pit, and evidently they didn't care whether it was one of their own kind who was thrown to their doom - they pounced on their kin and tore it to shreds.

"Sharkticons, destroy them all!" the judge roared. "Don't let them escape alive!"

"Decepticons, attack!" Galvatron thundered in return, flinging open the door to his cell at that moment. "Destroy them! Turn them to scrap!"

The Sweeps charged, punching and clawing their way through the chaos. Cyclonus didn't deign to fighting hand-to-hand but instead transformed and took to the air - and with a jolt that seized his air cycles Pterodactus recognized him.

 _That jet that attacked us in first place! These Decepticons that crashed us!_ Well, he supposed it was only fitting that the Decepticons that were responsible for their capture by aliens had themselves been hoist by their own petard. But that only made him warier than ever... for who was to say they'd just let the Dinobots go their own way after this was all over?

He had no time to consider that further - several Sharkticons had just leaped off a ledge to land on his back, and two of them transformed to their grotesque monster modes before sinking their fangs into his wings. Pterodactus shrieked and rolled, managing to throw one off, but the others gamely hung on. Flails and fists pounded into his back, and teeth continued to gnaw at the leading edges of his wings.

The rest of that battle would always be a blur in Pterodactus' CPU, a stretch of time where he didn't think, didn't reason, only sensed and reacted. He remembered the feel of steel bending and shredding between his jaws as he snapped at his attackers, remembered the taste of oil and energon flooding his mouth, remembered the angry snarls and the shrieks of pain filling his audials, but specific memories would be forever beyond his grasp. This wasn't unusual in his mind - all the Dinobots experienced the same thing whenever they were deep in the heat of a battle. It was as if something in their programming locked them into a savage primal mode whenever they fought, turning them into dangerous berserkers on the battlefield.

Only a sharp pain in his back snapped him out of his rage, and he whirled in midair to spew fire at his attacker. The violet jet veered to the side to avoid the blast.

"Enough, you fool!" Cyclonus barked. "The judge is unguarded and vulnerable! We have one shot to take him out!"

Pterodactus shook his head to clear it, and looked down at the mess their prison had become. Smashed and mangled bodies of Sharkticons littered the fluid-streaked floor, and those that were still functioning were scurrying for the doors as fast as they could, self-preservation instincts finally taking over. Grimlock had his head back and was bellowing his triumph even as he brought his foot down on another Sharkticon, crushing it. Slag, Snarl, and Sludge chased after the stragglers, blasting fire and snapping at their heels, while the Sweeps had somehow recovered their weapons and now picked them off from a distance. Galvatron stood atop the chassis of a deactivated Sharkticon and was giving a war cry of his own as if trying to drown out Grimlock, one ichor-stained fist raised high.

 _Serve them right,_ was all he could bring himself to think. He couldn't have much sympathy for creatures who killed defenseless mechs for their own sport.

Cyclonus stooped low, firing at the multi-faced judge. The creature snarled and struck at the jet with several tentacles, causing him to veer to one side to avoid the blow. Obviously emboldened by the Decepticon's seeming cowardice, the judge laughed and raised its writhing limbs for another strike.

Pterodactus didn't intend to give their captor another chance. While Cyclonus held the judge's attention, the Dinobot dove for the kill, seizing a beak-full of tentacles. He pulled up with a thrust of his wings, yanking the judge high into the air. The creature squalled and writhed in an attempt to break free, shouting words in its own language that sounded like curses of some sort.

"Release me!" the judge howled. "Release me and we will consider dropping all charges!"

Cyclonus gave a low chuckle. "You heard him, Prime. Release him."

Pterodactus nodded and released his grip on the judge, letting it fall into the pit. Then he veered away, not wanting to stay and watch while the Sharkticons had their way with it. He couldn't deny that the judge deserved that fate... that didn't mean he had to like it. Or sit around and watch while it happened.

"Dinobots retreat!" he ordered, touching down and transforming. "You Sludge find our weapons!"

Sludge transformed and offered a brisk salute before hurrying off.

"You Grimlock and you Slag break down doors," he continued, turning toward the others. "You Snarl go with them, and find ship us Dinobots can use to get off planet."

"Yes, Prime!" Grimlock replied, and gave a rumbling laugh. "You Prime doing better at giving orders. Keep up good work." And he turned his attention to the massive doors leading into the chamber, which Slag was already slamming his bulk against.

"Well done indeed, Prime."

Before Pterodactus could turn to face the speaker, a jolt of pain exploded in his back, streaking up and down his spinal array and searing through his limbs. Shock drove all coherent thought from his mind, and he struggled to turn and face his attacker, only for his legs to give out on him. His damage readout screamed at him, spewing a list of sensor and motor array damages, and he tried frantically to shove it aside as he struggled to regain his footing, to block out the pain.

"You fool," Galvatron muttered, yanking the knife out of Pterodactus' back. "You knew what I was... knew I was a Decepticon, your mortal foe... and still you chose to make an alliance. You practically delivered yourself and your precious Matrix directly into my hands."

Pterodactus tried to speak, but Galvatron drove the blade into his side, and all that came out of his vocalizer was a screech of agony. The damage readout flared to life again, adding punctured fuel tanks and severed oil lines to the list of damages. He tried to rise, but his motor systems wouldn't cooperate, and he fell to his side.

"And here I thought you'd be difficult to defeat," Galvatron went on, raising the knife and plunging it into the Dinobot again. "Perhaps Unicron overestimated you... but no matter. Once I have the Matrix... he will have to bend to MY will!"

Pterodactus felt fluid welling up in his throat tubing, and a fit of violent coughing overtook him as his body automatically tried to clear it. The Dinobots... he had to call the Dinobots back... hopefully they weren't so intent on the tasks he'd given them that they couldn't notice their leader was down...

"And now..." Galvatron slammed the blade home one more time, this time into Pterodactus' chest. "Now for my prize." His arm flexed, and Pterodactus knew what was coming next - the Decepticon intended to carve him open and rip the Matrix out by force. Weakly, desperately, he raised one arm, knowing he had no chance of fending Galvatron off before he could finish him but determined to try.

Something whistled through the air, and Galvatron froze with a start as a stone bounced off the side of his helm. His head jerked to one side to identify his new attacker, drawing his attention away from Pterodactus for just a moment.

It was enough. Pterodactus summoned the last of his strength and drove a fist into the plate covering Galvatron's abdominal wound. The Decepticon howled in pain and staggered back, losing his grip on the knife.

"Dinobots attack!" came Grimlock's bellow of rage. "Deal with Decepticons over! Smash them!"

"Oh, frag, this is gonna hurt," muttered someone out of Pterodactus' field of vision - one of the Sweeps, he guessed - just before the sounds of battle began anew. His vision had gone blurry, but he could certainly hear enough of what was going on to guess that the Dinobots had finally noted Galvatron's betrayal, and hadn't taken it too well. Galvatron shrieked orders at his troops, Cyclonus shouted conflicting orders back, Slag was laughing rather maniacally somewhere in the background...

Hands grabbed at Pterodactus, and he struggled to bat them away, but someone caught his wrists and held them.

"It just me, Swoop," Sludge assured him. "You Swoop going to be okay. You going to be okay!"

He sounded more like he was trying to comfort himself than Pterodactus, but at the moment the Prime was just too tired to call him out on it. All he wanted to do was rest... it had been such a long day, and he was just so tired...

"You Swoop stay awake!" Sludge shouted, shaking him. "Stay online! You Swoop gotta get up, get out of here..."

Despite Sludge's efforts to keep him awake, blackness overtook him, and he made no effort to fight it. The last thing he heard before falling offline was Galvatron's panicked order to retreat.


	7. Chapter 7

Galvatron would have collapsed on the spot had he been standing on a solid surface rather than hovering in space. As it was, he writhed and thrashed in place, gripping his helm and screaming in utter agony. Behind him, Cyclonus, Scourge, and the Sweeps winced and quailed but held their ranks, as if they could feel a measure of their commander's pain but not enough to incapacitate them.

Unicron let his minion twist in torment a few moments longer, only cutting off the pain when the violet mech was seconds from falling into stasis lock. He watched as Galvatron shuddered with the aftershocks of pain, his rage at his servant not fully sated. He longed to crush this insect utterly, to reduce his frame to subatomic particles and scatter them across the galaxy. But he had not survived all these eons by letting his anger command him. Destroying Galvatron and his subordinates now would give him temporary satisfaction, but it would leave him without servants... and despite his power there were some tasks too delicate for a planet-sized mechanism to handle.

Cyclonus ventured forward, placing a hand on his commander's shoulder. Galvatron angrily shook him away and turned to face Unicron, a resentful snarl fixed to his face. "You..."

 _You failed me, Galvatron,_ Unicron growled before Galvatron could voice his complaint. _I asked so little of you - hunt down a stupid beastformer and destroy him. Was that really too much for your skills?_

"You never mentioned we'd have to tangle with disgusting technorganics to get to the Prime!" Galvatron bellowed, shaking his fist at his creator. "Or that he'd be in the company of brutes-"

 _I don't tolerate excuses,_ Unicron thundered, and stabbed into Galvatron's mind for a brief but brutal moment. The violet mech gave a single scream of pain, gripping his helm again, then gritted his dental plates and glowered up at the chaos being.

 _You have failed me,/i_ Unicron repeated, _iand there must be a penalty for failure._

"You wouldn't dare destroy me," Galvatron taunted, managing a pained chuckle as he rubbed the sides of his helm. "I'm too valuable. You NEED me, or else you never would have created me."

 _Perhaps... but a punishment need not entail your destruction._ A thrill of dark pleasure coursed through Unicron as he made up his mind. It was a saying as old as time itself, of course, that if one wanted a task performed right, they had to do it themselves. And with this single gesture he could complete three tasks in one - the punishment of his minion, the destruction of the Prime and the Matrix... and the final ruination of Cybertron itself. Not only would devouring Primus' chosen world be a fitting penalty for Galvatron, and a possible fatal blow toward his brother, but it would draw the Prime out of hiding. And it would be entirely too pleasurable to see Pterodactus' horror at having failed his duty to protect Cybertron... and then to crush him in that moment of realization.

 _For your failure, Galvatron, you will witness the destruction of that which would have been your reward,_ Unicron intoned. _You will witness the destruction of Cybertron._

That wiped the smugness off Galvatron's face in a hurry. "No... NO! You wouldn't DARE!"

"He's a god, he can do whatever he dares," muttered Scourge, then backed away in a hurry as Cyclonus shot him an acidic glower.

"Unicron, I will go after the Prime one last time," Galvatron demanded. "I will bring him back to you in pieces. I swear it!"

 _Too little, too late, Galvatron,_ Unicron rumbled. _iMy decision is final._

"UNICRON!" Galvatron's bellow of utter rage went ignored as the Devourer of Worlds set his course for Cybertron.

* * *

_"Pterodactus Prime."_

_Pterodactus turned to face the speaker... and felt his jaw drop. "Optimus?"_

_Optimus Prime's face was still concealed by his battle-mask, but something about his optics suggested he was smiling at the younger Autobot. "You showed up sooner than I was expecting... but no matter. This time is as good as any."_

_"Me Pterodactus... dead?" His spark jolted briefly at that thought. He had only been Prime for a few days, and he hadn't done anything of note during his all-too-brief time as leader... he hadn't even named a successor, or said goodbye to his brothers..._

_"Not dead," Optimus assured him. "Galvatron's attack left you offline, but not deactivated. You're within the Matrix."_

_That relieved Pterodactus a little, but also confused him. "What me Pterodactus doing in Matrix? It just chooses next leader and makes them Prime, right?"_

_Optimus shook his head. "I wish I had pushed for the Dinobots to receive a more thorough education in the Autobot ways. I failed you and your comrades in that respect..." His optics dimmed sadly for a moment as his voice trailed off. Then his optics brightened again, and when he resumed speaking it was with the strength and power Swoop had always heard while Prime had been alive._

_"But perhaps I can rectify the situation now, at least partially. Pterodactus... the Matrix is not merely a symbol of power. It is the source of wisdom for the Primes, the combined knowledge and strength of all Autobot leaders who have gone before. My wisdom is here, and that of my predecessor Sentinel. And of many others - Nova, Zeta, Vector, Draconis, Quantum, even the legendary Prima who first carried the Matrix. When your time comes and you pass the Matrix on to another, you too will continue to serve from beyond, your wisdom stored within the Matrix to guide the next Prime in line."_

_Pterodactus reached up to touch his chest, feeling a new reverence for the artifact he carried. "Me Pterodactus... carrying all Autobot wisdom?"_

_Optimus nodded. "That of the Primes... and of many other Autobots, stored for the time when it is most needed."_

_"So... me Pterodactus carrying a library?"_

_Optimus chuckled. "I suppose that's one way to put it."_

_"But why me?" he demanded, feeling the old anger beginning to flare up again. "Me Pterodactus not great Autobot. Me just Dinobot - too young, too stupid, too clumsy to be leader. Why Matrix choose me? Why Primes choose me? Me Pterodactus didn't want Matrix, didn't want to lead. Not smart, not experienced... not worthy." That last he choked out as his emotions threatened to get the better of him._

_Optimus sighed deeply. "Oh Pterodactus... I don't deny that I made mistakes in dealing with you and your brothers. I should have accepted you among our troops as if you were any other new recruits, not locked you away like animals. I can't change the past, but I offer my most sincere apologies."_

_"Apologies not make it better," Pterodactus muttered bitterly. "Not fix years of mistakes with simple 'sorry.'"_

_"Did I ever teach you to feel sorry for yourself, Swoop?"_

_That voice... it wasn't Optimus', and he knew it couldn't belong to a Prime, as he knew it too well. But how could it be... was it possible..._

_He turned around and found himself looking down at Ratchet. The white medic had his arms folded across his windshield, tapping one foot impatiently as he looked sternly up at the Dinobot, acting for all the world as if he was still a senior medic overseeing his apprentice and not an Autobot looking up at a superior officer._

_"Ratchet!" His anger vaporized in an instant, and he scooped his mentor up in a tight hug._

_"Oy!" Ratchet barked, squirming in his grip. "Put me down already, ya big lug." But despite his cranky tone, he was laughing and grinning, patting the Dinobot's arm fondly. "We don't have a lot of time, and I have important things to tell you."_

_"Sorry." He set the medic down. "Me Pterodactus thought me never see you again, is all."_

_"Pterodactus?" came another familiar voice, and a masked white mech materialized seemingly out of nowhere, beaming up at him. "Is that what they're callin' you now?"_

_"Wheeljack!" Only intense self-restraint kept him from grabbing his creator in a crushing embrace. "You Wheeljack here too?"_

_"Hey, I wouldn't miss this for the universe," he replied. "One of my creations becoming a Prime... wow. Now there's a shocker."_

_"Now be nice," Optimus ordered them both. "He's had it rough the past few days."_

_"We're quite aware of that," Ratchet replied briskly. "But that doesn't give him an excuse to mope." He frowned up at Pterodactus. "You think you're too stupid to lead? That's a load of slag if I've ever heard it. You're a bright young mech, and unlike some mechs who would claim to be smarter than you, you're willing to learn more and listen to others. And as for age and experience... Optimus Prime was a factory-fresh dock worker before he received the Matrix. And look at the legacy he left behind."_

_"The Matrix wouldn't have chosen you if you didn't meet its qualifications, Swoop... er, Pterodactus," Wheeljack assured him. "It thinks you're worthy, and that's what's most important. If you ever feel down about yourself, remember that, all right?"_

_"But him Optimus choose Ultra Magnus to lead after him Optimus," Swoop pointed out. "Not me Pterodactus."_

_"Be that as it may," Optimus replied, "but the Matrix evidently had something else in mind. You are not the successor I expected, but I have the utmost confidence that you will lead the Autobots well."_

_Pterodactus' spark burned with relief and joy... the first true, unadulterated happiness he had known in far too long. "Thank you."_

_"You're welcome, Pterodactus," Optimus told him, reaching out to pat his arm. Then his tone became serious. "But for now you must go back. There is a threat coming, one far more dangerous than anything I had to face."_

_"Unicron," Pterodactus replied with a nod, remembering what Kranix had told him. "But me Pterodactus not sure what this Unicron is..."_

_Before he could even finish that thought, images flooded his CPU - worlds shattered and left in pieces, beings screaming in agony as they were crushed between teeth the size of mountains, a metallic orange giant towering over a cityscape with acid-green eyes burning with rage. An aura of sheer malevolence surrounded this creature, of a hatred for all life, all existence... and a special hatred for Cybertronian life, for the creations of his brother Primus..._

_Pterodactus shook his head. "Him Unicron... brother of Primus? Him Unicron a god?"_

_"Primus' very antithesis," Optimus replied with a nod. "A being of great power and capable of great destruction... the Devourer of Worlds. Just as Primus has the power to create, Unicron is granted the power to tear down. And he will stop at nothing to ensure the entire universe is obliterated."_

_"How me Pterodactus stop a GOD?" Pterodactus screeched. "Me Pterodactus just one mech, even if Prime..."_

_"You have the power, Pterodactus," Ratchet assured him. "You can stop him. The important thing is that you get there in time to do it. Unicron is on the move, and you don't have much time to beat him to Cybertron."_

_Pterodactus drew in a shaky cycle, then nodded. "O-okay. Me Pterodactus do it."_

_"That's the spirit," Wheeljack said, headfins flickering in his version of a smile. "Stay confident, Pterodactus. You got us rootin' for you here in the Matrix."_

_"And for Pit's sake tell the Autobots to pull their heads out of their exhausts and shape up," Ratchet advised, scowling. "You're a Prime. It's time they started treating you like one."_

_"Good luck, Pterodactus Prime," Optimus bade him, raising a hand as if in farewell. "The wisdom of the Primes will aid you on your way. Until all are one..."_

"Swoop! You Swoop awake yet?"

"You Sludge call him Prime Swoop one more time, me Grimlock smash you!"

"Me Sludge still not used to calling him Swoop Prime..."

"You Sludge better get used to it fast... and stand back! Him waking up!"

Pterodactus winced and reached up to rub his helm, rebooting his optics a few times. The image of Prime, Ratchet, and Wheeljack standing together to bid him farewell had vanished, replaced by a cluster of worried faces looking down at him. Part of him wondered with some exasperation if getting knocked out and waking up to everyone staring at him like this was going to be a frequent thing now that he was a Prime. The rest of him seemed to have not come fully online yet, as his processes were still rather sluggish.

"Us... us Dinobots get away?" he asked, letting his gaze focus on Grimlock.

"Us Dinobots chase off him Galvatron," Grimlock confirmed. "You Prime in bad shape, so us Dinobots carried you out." He gave a disdainful snort. "Me Grimlock knew us Dinobots couldn't trust him Galvatron."

"Well, me Pterodactus learned lesson," Pterodactus groaned, and he slowly pushed himself upright, wincing again as his chest and abdomen blazed with pain. "No need to rub it in." He gazed down at his wounds, which had been carefully cleaned and covered in rough but serviceable patches. "Who fix me Pterodactus?"

"Him new guy did," Snarl replied. "Say him have to learn thing or two about fixing himself while on Quintessa."

"Quintessa? New guy? What?" Pterodactus shook his head, hoping that Galvatron's attack hadn't addled his CPU somehow.

"Quintessa name of planet us Dinobots just leave," Snarl explained. "Them aliens that capture us called Quintessons. And new guy..." Snarl paused, as if wondering how to describe the aforementioned "new guy," then just pointed off to the side.

A short, pale orange mech regarded Pterodactus with sea-blue optics, crouched with one hand on his knee and his head cocked to the side. His rounded, somewhat chunky build reminded Pterodactus of images of sparklings he had seen in Ratchet's medical databanks, but the young mech's chassis bore far more dents, scratches, and weld marks from old injuries than any sparkling ought to have acquired in so short a life. His entire posture was like that of an animal poised to flee at a moment's notice, but his optics shone with curiosity.

"Who this?" Pterodactus asked.

"Him Wheelie," Sludge volunteered. "Him show up during fight. Shoot rocks at him Galvatron until us Dinobots beat him off you Pterodactus. Then him lead way to ship and patch you up."

So they owed their lives to this young mech. With a grunt of effort and pain he pushed himself to his feet, then approached their newfound friend. Wheelie watched with wide optics, looking amazed at Pterodactus' imposing height but not afraid. Doubtless he had seen far worse things back on Quintessa.

"Thank you," he told Wheelie, sinking to one knee to put him on a closer level to the young mech. "Me Pterodactus Prime and us Dinobots grateful for you Wheelie's help. Us in your debt."

Wheelie smiled bashfully. "It just small favor to be your savior," he replied, his voice high and chipper.

Pterodactus cocked his head. "What the..."

"Wheelie just do good like any mech should," he went on. "See you in trouble, head there on double!"

Slag snorted nearby, fighting to hold in his laughter.

"Him Wheelie always talk this funny?" Pterodactus asked.

"Him Wheelie talk in rhyme," Grimlock confirmed. "No idea why. Maybe him dropped on head when first constructed." He shrugged and tapped the side of his helm with a finger. "Still, him Wheelie brave fighter. Tried holding off him Galvatron with just slingshot."

Pterodactus nodded. As a Dinobot and a warrior, he could appreciate bravery in the face of overwhelming odds. And despite his quirky speech and small size, Wheelie had what humans would have termed "guts" - the will to survive and to fight even when the situation seemed hopeless. He could only admire that.

"You Wheelie come back to Cybertron with us Dinobots?" asked Pterodactus. "Or there somewhere else you Wheelie want to go?"

Wheelie grinned brightly. "Wheelie say made deal today. You get ship if Wheelie get trip."

Pterodactus looked over to Grimlock in hopes of a more detailed explanation.

"Him Wheelie help us find and steal Quintesson ship," Grimlock explained. "Funny-looking ship, looks like giant screw... but flies okay. It on autopilot now, heading for Cybertron. And him Wheelie coming with us, me Grimlock guess."

Pterodactus nodded. Rescuing Wheelie from Quintessa and bringing him back to Cybertron was the least they could do in return for him saving them. "Us Dinobots need hurry. Something called Unicron attacking Cybertron. Need move quickly to stop it."

"Unicorn?" giggled Sludge. "Sparkly white horse?"

"No, Uni-CRON," Pterodactus corrected. "Devourer of Worlds. Me Pterodactus saw him Unicron in Matrix..."

"Matrix?" Grimlock repeated, sounding as if he wasn't sure Pterodactus was entirely in his right mind. "How you Prime see stuff in Matrix? Matrix not TV or holoplayer."

At that moment a light flared on the ship's console, and a strident beeping sounded.

"Me Prime explain later," Pterodactus replied. "You Snarl see what alarm about."

Snarl moved to the console and punched a few buttons. "Ship picking up distress signal." He typed in a command and peered at a readout screen. "Coordinates... planet called Junk. And it Autobot distress signal."

Autobots? What were the Autobots doing on Junk? Had Earth been attacked again while they had been gone, forcing them to flee? Or - the more likely reason, he realized darkly - had they tried to follow and stop the Dinobots, and gotten stuck on Junk somehow? Whatever the reason, it was very tempting to just leave them to rust there. They'd done the Dinobots no favors, and he had little reason to believe their harsh treatment toward him and his brothers would stop even if they came to their rescue.

But he remembered Optimus' words within the Matrix... and his utmost confidence that Pterodactus was worthy of the title of Prime. And he knew that despite his personal feelings, his duties as Prime included protecting the Autobots. Even if the Autobots had been cruel to him and his brothers, that didn't mean they deserved whatever fate had befallen them on Junk. It was his duty to save them, whether he liked it or not.

"You Snarl change our course for Junk."

"Junk?" Slag repeated. "Junk? Us Dinobots going to Junk? Autobots there!"

"And us Dinobots going to save Autobots," Pterodactus replied. "Them not send off distress signal for no reason."

Grimlock shifted from foot to foot, looking as if he wanted to smack Pterodactus upside the helm for such a circuit-sizzling idea, but he held his vocalizer with great effort. "You Prime sure about this?" he growled.

"Me Prime sure," he replied. "Us Dinobots might need Autobots, after all. Us use all help us Dinobots can get in fighting him Unicron."

That answer seemed to appease Grimlock, though Slag continued to grumble.

"You Slag speak up!" Grimlock snapped, aiming a kick at the Triceratops.

"Me Slag say not much changed from when him Optimus in charge!" Slag snarled. "Us still having to save them Autobots when them bite off more than they can chew!"

"Maybe," Pterodactus admitted, cutting off Grimlock's inevitable tirade. "But this time, me Prime make sure them Autobots i _remember/i_ us Dinobots' help. And ensure us Dinobots not get locked up as soon as us done helping."

Slag's optics flickered, and he gave a snort of surprise. "Positive?"

"Positive."

Slag grunted, and a rare smile crossed his faceplate. "Me Slag think maybe things be better with him Swoop as Pterodactus Prime."

Wheelie clapped happily, an expression on his face indicating that he didn't understand much of what was going on but that he was happy it had been resolved mostly peacefully. "Wheelie say we on our way!"

Despite himself, Pterodactus managed a smile as he looked down at the orange sparkling. "Us on our way to save the day."

* * *

"I think it's safe to say this hasn't been one of our better days," Hot Rod noted.

"Ya think?" Springer grumbled.

Ultra Magnus didn't bother to reply - those two had been exchanging retorts and rather obvious observations for the past hour, and he'd grown tired of telling them to shut up. Instead he focused on trying to work his wrists free of his bonds, tugging at the thin cables in hopes of snapping them. Whatever material they were made of, though, it was far stronger than it looked, as it hadn't so much as frayed despite all his efforts.

Things had rapidly fallen apart for the Autobots once the Junkions had moved in to capture them. Ultra Magnus had given the order to fight back, deciding that at that point saving their own manifolds took precedence over good diplomacy. And at first he had been confident in their chances of escape - despite their barbaric appearance, the Junkions went down relatively easy, and their limbs snapped off at even light blows. Even Wreck-Gar had been taken down with only two blows on Magnus' part, a punch to the head snapping his neck at a weird angle and a kick to the legs taking one off at the knee.

But though the Junkions went down with ease, none of them _stayed_ down. They didn't even appear to feel pain. Instead of dropping into stasis lock at his injuries, Wreck-Gar had merely reached up, twisted his neck back into place, grabbed his severed leg, and reattached it with the ease of a human pulling on a shoe. Likewise, other downed Junkions were unharmed and only slightly slowed by their damages. Some kept fighting as if nothing had changed, completely oblivious to dents, plating tears, missing limbs, or even decapitations. Others paused a moment to reattach a disconnected arm or leg, then waded right back into the fray. It was a sight that, in Magnus' mind, belonged in a horror holovid and not on the battlefield.

Given both the Junkions' bizarre immunity to permanent damage and the fact that they outnumbered the Autobots three to one, it was only a matter of time before the Autobots were completely overwhelmed. At Wreck-Gar's command all seven of them were pinned down, trussed up, and unceremoniously hauled away.

Now they found themselves tied to rusted iron poles near a massive heap of scrap metal that looked suspiciously like a fortress, awaiting whatever fate Wreck-Gar and his cronies had in store for them.

"This is your fault, you know," Hot Rod muttered.

"Don't start that again," Springer griped.

"If you'd just kept your vocalizer offline..."

"Will you two quit it?" Arcee snapped. "Fighting isn't going to fix anything!"

"Sure isn't," Springer huffed. "Given that these weirdos are impossible to take down permanently."

"See, that's the kind of attitude that got us here in the first place," Hot Rod pointed out.

"I told you not to start that!" Springer griped. "Why don't you make yourself useful and cut us out of here?"

"They've got my arms tied at the wrong angle for my saw to be of any use," Hot Rod retorted.

"Then why don't you just can it if you can't be useful?"

"Why should I-"

"Shut up!" Kup roared. "Fraggit all to the Pit, can't you punks mute your vocalizers for two consecutive kliks?"

Hot Rod and Springer shut up, though not without glaring at the older mech.

Ultra Magnus, figuring Kup had the young mechs well in hand, turned his attentions to what the Junkions were up to. It didn't look good. The strange mechs were clearing away debris and trash, tossing the smaller chunks away and arranging the larger ones in a sort of wall around the open area. Wreck-Gar oversaw the process, barking out orders and occasionally stepping in to shift a piece of junk to better suit his liking. Under his direction a circular wall formed, then tiered seats...

With a jolt of his spark chamber Magnus recognized the shape of the structure - an arena. The same arenas that had once existed on Cybertron well into the Golden Age, pits of oilshed where gladiators had violently clashed with each other or with savage beasts for the entertainment of the crowd. It was rumored that many of the Decepticons, even Megatron himself, had begun their functioning time in the arenas, and most Autobots agreed that the Decepticon uprising and revolt had originated among those gladiators.

It was a rather sick irony that a venue so similar to that which had forged the most brutal of warlords into the bane of Cybertron would be the doom of the Autobots.

"It seems the Junkions wish to exact some macabre form of entertainment from us before our demise," Perceptor noted balefully, coming to the same conclusion as Magnus.

"Wonder if they'll make us fight each other," Kup muttered. "Or just leave us tied up and sic some kinda beast on us."

Blurr had been markedly quiet throughout this whole ordeal. When Magnus craned his neck enough to get a look at the young courier, he saw the poor mech shaking uncontrollably, optics bright with terror. As much as Blurr sometimes got on his nerves, he couldn't help but feel sorry for him. Getting slagged or deactivated on the battlefield was bad enough, but awaiting execution like this was even worse.

"Got a plan for gettin' us out of here?" Kup asked.

"I'm working on it," Magnus snapped, tugging again at his bonds. "Give me some time to think!"

"We ain't got the fraggin' time!" Kup griped. "We're gonna be scrap in a few minutes if ya don't come up with somethin'!"

"Well, do you have any bright ideas?" Magnus shot back.

Before Kup could retort, a scrawny Junkion charged past, running with a weird shambling gait due to one of his legs being shorter than the other. He skidded to a halt before Wreck-Gar, his optics - one red, the other orange - wide with amazement.

"What's your hurry, chap?" the Junkion leader asked, looking down at the shorter mech with a raised optic ridge.

"Up in the sky!" the messenger blurted, waving his arms excitedly. "It's a bird! It's a plane! It's-"

"Great balls of fire!" Wreck-Gar exclaimed. "Incoming! Bogey at four o' clock! Man battle stations! Let loose the hounds of war!"

"Roger, Houston!" the messenger replied, transforming and tearing away.

Magnus looked up into the rust-colored sky, feeling his spark sink down to the level of his fuel tanks. What now? Bad enough to have their fate decided by these ridiculous mechanisms - did they have to put up with Decepticons too?

"What in the..." Arcee murmured, before her voice trailed off.

"Couldn't have said it better myself," Springer replied.

A ship arced across the ruddy sky - but a ship of a make Magnus had never seen before. It looked almost like a screw or the bit of a drill, twisting as it flew as if tunneling its way through the sky. As Autobot and Junkion alike stared at the weird spacecraft it descended, angling to touch down vertically like a rocket. Clouds of hot air, dust, and fragments of shrapnel billowed out from its base as it settled down within the arena, fogging everyone's optics for a moment.

"Huh," Kup grunted, sounding surprised but not exactly baffled by the strange craft. "Haven't seen one of those in a long time."

"What is it?" asked Hot Rod. "It's not Cybertronian."

"It's Quintesson," Kup replied. "They weren't around in my time, but my creator had a LOT to say about the buggers, none of it good."

That did little to raise Magnus' spirits... but at that moment the doors to the ship hissed open, and all apprehension and dread was washed away by utter shock as its occupants stepped out.

"Swoop!" Kup shouted. "Son of a junker, what are YOU doing here?"

"Oh, NOW they show up!" Hot Rod groaned.

If Swoop heard the Autobots' less-than-pleased reactions to his appearance, he gave no sign of it. He ducked low to avoid knocking his crest against the doorway and stepped down onto the junk-covered ground, his gaze sweeping over the arena and the gathered Junkions curiously. Behind him, Grimlock squeezed through the doors, gripping his sword, his visor aglow with anticipation. Slag, Snarl, and Sludge filed out behind, and last came a tiny orange mech who scurried forward to stand at Swoop's side, a smile of pure joy on his faceplate.

Magnus couldn't even begin to think why the Dinobots had come here. They'd obviously responded to Perceptor's distress signal, but it was most likely too much to hope that they had come to rescue the Autobots. Had the Decepticons ordered them to hunt down and destroy them? Were they here to exact some kind of payback? Or, seeing what the Junkions were up to, would they merely sit back and watch as Wreck-Gar and his cronies had their way with them?

"What ho!" Wreck-Gar exclaimed, stepping forward with his axe raised to confront the Dinobots. "A stranger! From the outside! Oooooh."

"Oooooooh," echoed the other Junkions in response to their leader.

Magnus fully expected Grimlock to confront Wreck-Gar... but it was Swoop who stepped up to address the Junkion chief. The truckformer couldn't put his finger on it, but there was something different about the Dinobot flier, a subtle change that had overcome him since he had last seen him at Autobot City. There was no uncertainty in his optics or expression now, no hint of the awkward gait or stance of a mech unused to his body shape. He held his shoulders back, his head proudly erect, his wings hitched at a confident angle. It was as if a vital bit of programming had finally clicked into place, turning the unsure young mech into something far more.

"Swoop?" Magnus finally managed, forcing the word out. "What... what are you doing here?"

The Dinobot's gaze rested on the truckformer. "You Ultra Magnus all right?"

"As well as can be expected," Magnus replied. "But what are you doing-"

Swoop raised his hand in an abrupt silencing gesture. "Questions later. First us Dinobots get you Autobots loose..."

"You shall not pass!" Wreck-Gar crowed, leaping to block Swoop's path. The winged Dinobot gazed down at him with a puzzled expression.

"Me Pterodactus Prime here for Autobots," he told the Junkion leader. "Us Autobots mean you mechs no harm. Us just want to get allies and go."

Wreck-Gar cocked his head first to one side, then the other. Then he belted out a laugh. "Finders keepers, losers weepers! No trespassers beyond this point! Void where prohibited!" He pointed back at the Autobots with his axe. "Justice must be served! Evildoers must be punished!"

Slag snickered. "Them Autobots got themselves in BIG trouble this time!"

"You Slag shut up," Grimlock growled. "Him Prime handling this."

"Us Dinobots want no trouble," Swoop went on, though a dangerous edge was beginning to creep into his voice. "But me Prime prepared to do whatever me Prime must do to rescue Autobots. You mech stand aside."

"You dare challenge the might of Wreck-Gar?" Wreck-Gar demanded, his voice as bright and merry as ever but his optics narrowing calculatingly. "Then so be it. Throw down the gauntlet!" And he snapped his hand off at the wrist and threw it down at Swoop's feet. "Draw thy weapon! There can be only one!"

"A fight, then?" Swoop asked, pulling his sword out of subspace.

"A battle of wits," Wreck-Gar replied, picking up his hand and snapping it back into place. "To the death! To the victor go the spoils!"

Swoop considered... then nodded. "Me Prime accept."

"Oh, this is SO not gonna end well," groaned Springer. And for once, Magnus was inclined to agree with him.


	8. Chapter 8

The moment Pterodactus accepted Wreck-Gar's challenge, the Junkions scattered to the stands, leaving the arena clear for the two combatants. The Autobots were left bound to their posts on one side of the arena, while Wheelie and the Dinobots were ushered into the stands to await the outcome of the fight. Chatter and wild applause rang through the crowd, and several mechs began talking in enthusiastic tones, each trying to drown out the others as if competing for the title of announcer for this duel. All in all the atmosphere was more like that of a sporting event than a battle to the death - much like Slag's favorite wrestling shows, though as far as Pterodactus knew, those seldom ended in someone being deactivated.

A Junkion femme draped a ragged but colorful banner over Wreck-Gar's shoulders, while a mech took his axe and ran a sharpener over the blades before handing it back. Another femme offered a banner to Pterodactus, but the Prime waved it aside. If the Junkion leader wanted to indulge in theatrics, that was fine, but he preferred to focus his energy on the fight.

 _Him Wreck-Gar small and beat-up-looking,_ he thought, looking the motorcycle-former over with a critical optic. _Made of weak metals. Not look too strong either, though him probably fast to make up for it._ It looked as if the best way to end this quickly was to land the first blow, and to make it a good solid hit that would incapacitate the Junkion without killing him outright. He wanted to avoid deactivating him if he could, but if that was the only way to free the Autobots... then so be it.

 _Still, me Prime not be fooled by looks. Maybe him Wreck-Gar have trick up arm-guards._ Maybe other mechs had written him off as stupid just because he was a Dinobot, but just because he wasn't smart didn't mean he was a complete moron. And if the Dinobots were experts at anything, it was hand-to-hand combat.

A deep voice boomed through the arena - evidently an announcer had been decided by whatever means. _"Are you ready to rumble?!"_

A roar of applause filled the arena, and someone began playing a rowdy tune to further rile up the audience.

"In this corner, weighing in at eight hundred and fifty-seven pounds, undefeated eight-time world champion, Wreck-Gar!"

Wreck-Gar raised his arms triumphantly, beaming as the crowd cheered on their leader. Pterodactus could just barely hear Sludge roaring his disapproval just behind him, but the Junkions' applause mostly drowned it out.

"And in this corner, our challenger approaches! Let's hear it for Pterodactus Prime, alias Swoop!"

The response was rather mixed - some cheers, some boos, and behind him the enthusiastic bellowing and shouting of the Dinobots. When he shot a glance at the Autobots, he was rather disappointed but not really too surprised to see they were completely silent, just staring at him as if he'd lost his mind. Ah well. He'd deal with them later, he supposed.

"Let's start off with the rules," the announcer went on. "The first rule of Fight Club - you don't talk about Fight Club. The second rule of Fight Club - _you don't talk about Fight Club!"_

Grimlock and Slag cracked up laughing, and despite the gravity of the situation Pterodactus found himself smiling in recognition. The Junkions' speech might confuse the Autobots, but the Dinobots could recognize and understand most of it just fine. The fact that they had spent a lot of time watching human television while locked away in their quarters for so long probably had something to do with that.

"The third rule is... there are no rules!" the announcer declared. "No holds barred, winner takes all! Last one standing wins! Ready... fight!"

The crowd roared as Wreck-Gar flung the banner off his shoulders and assumed a battle stance, wide-legged and his axe raised to block. Pterodactus crouched and raised his arms, his sword-arm poised to catch a possible blow, his free arm out with fingers flexed and ready to make a grab. The two mechs circled like cyber-wolves, each sizing up his opponent, looking for a possible misstep or moment of dropped guard they could take advantage of. Despite the bellowing of the crowd, the face-off within the arena was entirely silent.

Then Wreck-Gar sprang, swinging his axe at Pterodactus' side. The Dinobot moved his sword to block, then slammed the edge of his free hand into the Junkion's shoulder. He felt metal give under the blow, the joint snapping far more easily than he would have guessed. With a slight growl Wreck-Gar danced back a few steps, his arm dangling loose, only a few wires keeping it from falling off entirely.

"Oh, a good first blow by our challenger!" the announcer shouted. "I don't care what galaxy you're from, that's gotta hurt!"

Pterodactus couldn't suppress a small grin. If Wreck-Gar was this fragile, maybe this would be easier than he'd first thought. He lunged again, his sword slamming against the Junkion's axe with a harsh ringing sound, and then grabbed Wreck-Gar's damaged arm and wrenched it off completely. Then he stepped back and dropped it at his opponent's feet.

"You Wreck-Gar give up now, me Pterodactus not finish disassembling you," he offered.

Wreck-Gar raised an optic ridge. Then, with a smug little smile of his own, he tucked his axe beneath his remaining arm, stooped down, and picked up the severed limb. As Pterodactus watched in amazement he snapped it back on, then prodded and tugged a bit at the wires inside as if reattaching them as well. Flexing the limb one more time to ensure it was working properly, he turned back and grinned cheekily at the Prime.

"It's just a flesh wound," he replied brightly. "Sorry, no deal."

"That cheating!" Slag roared from the stands. "Him Wreck-Gar have unfair advantage!"

"All's fair in love and war!" the announcer retorted. "Game on! Play ball!"

Wreck-Gar laughed and charged again, almost prancing as he closed the gap between them. Pterodactus shook off his surprise just in time to sidestep the charge, though he was a moment too late and felt a slash of fire mark his wing where the axe met its mark. So that move at the beginning, where he'd disconnected his hand and reattached it, hadn't been a mere trick - his opponent had the ability to repair himself almost instantly. Was it a trait unique to the Junkion leader, or did all his kind share this ability? Either way, it suddenly made this duel stacked heavily against him.

The Junkion leader closed the gap a third time, bringing the axe down on Pterodactus' shoulder. He let it strike, screeching as he felt the blade sink into his plating, but thankfully the thick armor kept it from severing anything vital. Raising his sword, he brought it down on Wreck-Gar's shoulder, slashing through the joint again. At the same time he seized his opponent's other arm and gave a brutal yank, wrenching it free of its socket and throwing it to the arena floor. Only then did he twist free of the axe and step back, watching carefully. _Let him Wreck-Gar try to put himself together now,_ he thought with a perverse sense of satisfaction.

"Pterodactus Prime has such a way of disarming people," the announcer quipped, eliciting a burst of laughter from the audience.

Wreck-Gar stared down at his severed arms, looking more puzzled than horrified. Then he nudged one against the other with his foot. "Oh look, they're arm-wrestling," he noted wryly.

The crowd rippled with laughter again.

"You Wreck-Gar yield?" Pterodactus asked, shifting his weight from one foot to the other impatiently.

"No retreat, no surrender!" Wreck-Gar crowed, and flung himself to the arena floor, twisting and thrashing. Pterodactus wondered if he was having some kind of fit at first... but then saw that the Junkion had managed to work an empty shoulder socket over its corresponding arm, and with some wriggling he was able to fit the joint back together.

 _No!_ A shriek of frustrated rage burst out of his vocalizer, and he charged again, bringing his sword down on Wreck-Gar's neck. If he could just get his CPU separated from the rest of his body, he could stop him from reassembling himself... he hoped, anyhow.

The energon blade sliced through Wreck-Gar's neck cables and struts with ease, sending his head rolling away. Pterodactus planted his foot on the Junkion leader's chest and hoisted his sword aloft in triumph, giving a proud cry that echoed through the arena. Grimlock answered with a victorious bellow of his own, as if he had struck that fatal blow and not Pterodactus, and the other Dinobots roared and cheered noisily.

"Swoop, look out!"

Arcee's cry brought him back to reality, but not soon enough. Pain shot up his leg as Wreck-Gar's headless body suddenly came to life, grabbing his axe and burying it in Pterodactus' shin. He staggered back, struggling to regain his balance, and that gave Wreck-Gar the time he needed to scramble over to his head, grab it, and snap it back on.

"Some assembly required!" he announced cheerfully. "Each sold separately, batteries not included."

The crowd roared with laughter.

Pterodactus hissed, angry and humiliated that this bizarre creature could best him so easily. This wasn't fair! How was he supposed to win when his opponent couldn't even be destroyed? No matter how many pieces he chopped Wreck-Gar into, he seemed able to reassemble himself in a matter of moments. Even losing his head hadn't slowed him down any.

 _Calm down,_ he told himself, venting deeply. _Stop thinking like Dinobot. Think like Prime. Fight smarter, not stronger... him Wreck-Gar have to have some weakness..._

"Reassemble, Stephanie!" Wreck-Gar shouted, and he darted forward, making a grab for the arm that still lay at the Prime's feet.

Pterodactus didn't stop to think. He stooped and snatched up the arm before Wreck-Gar could reach it.

"Oy!" Wreck-Gar yelped, glaring up at Pterodactus. "Get yer own!" He grabbed for the limb, but the Dinobot held it up over his head, out of the Junkion's reach.

 _That's it,_ he thought, grinning with realization. _Him Wreck-Gar can't reassemble himself if him not have all his parts! Me Pterodactus just got to make sure parts stay apart._

"Slag, catch!" he shouted, and he flung the arm into the stands.

Slag didn't hesitate - he leaped and grabbed the arm, then brandished it over his head like a trophy, cackling eagerly.

"Inconceivable!" Wreck-Gar howled, and swung his axe with his remaining arm, aiming for Pterodactus' abdomen. Pterodactus caught the shaft of the axe with one hand, then with a stroke of his sword-arm he hewed off Wreck-Gar's weapon-arm. Prying the axe free, he tossed that arm into the stands as well.

"Foul!" the announcer shouted. "Interference!"

"Me Grimlock tell you Junkions where you stick your interference!" Grimlock laughed, waving the second arm around like a banner. Then he tossed it to the side, and Sludge caught it with an eager grin.

Pterodactus turned back to Wreck-Gar. "Give up!"

"I'm invincible!" Wreck-Gar retorted. "I'll bite your legs off!" He lowered his head and charged.

A flash of scarlet... and the Junkion's head again hit the ground. Pterodactus bent down and picked it up, tossing it a few times in the air before turning to look it in the optics. Wreck-Gar gaped up at him in astonishment, then managed a sheepish laugh.

"That's it, man," he announced. "Game over, man! Game over!" There was a thump nearby as his body finally hit the ground. "Finish him!"

Pterodactus shook his head. "Me Prime not want to kill you Wreck-Gar. Surrender and release Autobots, and me Prime leave you Wreck-Gar alone."

"You're makin' an offer I can't refuse," Wreck-Gar replied. "Deal, mate."

Pterodactus nodded, satisfied. "Deal."

"And we have a winner!" the announcer shouted, sounding rather astonished that the Junkion leader had been bested. "Match goes to Pterodactus Prime!"

The arena erupted into applause - evidently the Junkions didn't exactly care who won the match so long as it provided them with entertainment. Pterodactus raised one arm to wave to the crowd, beaming appreciatively at the accolades. Then he made his way to Wreck-Gar's body, limping a bit on his damaged leg, and set the Junkion's head down beside it.

"Dinobots, throw me Prime his arms!" he ordered

"Us Dinobots not done with them!"

Pterodactus glanced up... and groaned in dismay. Slag and Sludge were playing catch with Wreck-Gar's severed limbs, laughing and shouting the whole time. Wheelie giggled and dashed back and forth between them, trying to snatch one of the arms out of the air, while Snarl just rolled his optics as he watched.

"Dinobots!" Pterodactus demanded. "Throw down arms! Now!"

"Give him a big hand, folks!" Wreck-Gar added. "Help me pull myself together!"

Sludge looked disappointed at their game being called off, but he tossed Pterodactus the arm he was holding. Slag growled mutinously, but Grimlock rumbled low in his vocalizer, glaring at the Triceratops, and he reluctantly threw the limb down.

Pterodactus set the arms beside Wreck-Gar, even going so far as to snap one in place to make it easier for him to reattach his head and other arm. Then, satisfied that Wreck-Gar had things under control, he turned to the Autobots, who were staring at him with wide optics and stunned expressions. One confrontation down... now for the one he dreaded, even though it was desperately needed.

* * *

Ultra Magnus didn't move a servo as Swoop approached, limping badly but looking no less proud of himself. He supposed he couldn't blame the Dinobot for being so happy with himself at the moment - he'd managed to defeat a Junkion, something the Autobots had been unable to do. Still, facing a Dinobot fresh off the battlefield was never a pleasant experience, as they let their ferocity take over all too often and usually took ages to calm down once a battle was over. And while this hadn't been a huge fight by any means, there was still no predicting whether Swoop would act rationally now or let his battle-lust continue to govern his actions.

Swoop moved to Magnus' side and raised his sword, and the truckformer tensed, not sure what to expect. Then his bonds suddenly loosened as Swoop sliced through them with a quick stroke of his weapon, and he nearly toppled forward on his faceplate before regaining his balance. The Dinobot looked him over briefly, as if checking for damages, then nodded and moved on to cut the others loose.

"That was amazing, Swoop!" Arcee exclaimed, rubbing at her wrists once her bindings had been removed. "You did great!"

"How is it that the Dinobot figures out how to defeat one of these buggers but we can't?" demanded Hot Rod, shaking his head.

"Common sense, lad," Kup replied. "He took the time to study his opponent and come to a conclusion based on what he saw. 'Course, that's not always easy to do in the heat of a battle..."

Swoop didn't react to any of the Autobots' comments until he had cut the last of them loose. That task done, he stowed the sword into subspace and folded his arms in front of his broad chest. "Us Autobots need to talk," he announced.

"Here?" Blurr blurted, looking around the bustling arena with wide optics. "But-the-Junkions're-all-over-they'll-attack-us-if-we-stay-here-we-just-beat-up-their-leader-they're-gonna-attack-us-any-minute-we-need-to-get-out-of-"

"Shut it, motor-mouth," Springer grumbled.

"Us talk now," Swoop insisted. "Him Wreck-Gar not let them Junkions attack us. Me Prime sure of that."

"We do need to talk," Magnus agreed, sensing the perfect opportunity to do what should have been done at the very beginning. "Regarding the Matrix, Swoop. It's time you returned it to the Autobots."

Swoop's optics flashed briefly - in anger? Magnus wasn't sure - before he regained his composure. "Why?"

"Because it wasn't intended for you," Kup cut in. "It was intended for Ultra Magnus. We're grateful to you for safeguarding it this long, but really, you and the Dinobots have played around with it enough. Now just be a good 'Bot and give it back to Magnus, all right?"

Dead silence. Swoop stared at the two older mechs, not twitching a servo, a curiously flat expression on his faceplate. Had any of what Magnus and Kup said gotten through to him? Magnus opened his mouth to voice his request again.

"No." That statement was simple, spoken rather than shouted, and yet it was brimming with anger. "Me Prime not return Matrix."

Kup made a choking noise. "Scrap it, don't be stubborn, Swoop-"

"Me Pterodactus Prime chosen by Matrix," Swoop went on, lifting his shoulders and straightening to his full impressive height. "Not accident like you Autobots make it out to be - Matrix not just choose first mech to touch it. Me Prime not know why chosen, but must be a reason. But me Prime not had officer experience. Needed support of Autobots. Needed mech who could show me Prime how to be leader. Me Prime ask Autobots... and you Autobots do _nothing!"_ The rage in his voice now made it to his faceplate, twisting his mouth into an angry snarl that made the Autobots back up involuntarily. "You Autobots shove me Prime aside like stupid sparkling... just because me Prime different! Just because me Prime Dinobot!"

Magnus realized his mouth was still hanging open, but he made no effort to shut it. A few counterarguments against Swoop's rant swirled in his CPU, but every time he tried to vocalize one it died before it could emerge. The Dinobot's presence seemed to crush any effort at protest he could dredge up.

"It been like this ever since us Dinobots created," Swoop went on, clenching his fists. "Us Dinobots treated as stupid animals! Locked up, never let out except to fight, Autobots not wanting to talk to us, to treat us like other Autobots! Even him Optimus look down on us, not think us real Autobots! And me Prime say Dinobots not stand for it anymore! Us Dinobots Autobots too... and proof of that here." He rapped his chest with his knuckles. "In Matrix. Matrix not choose me Prime if me Prime not true Autobot, right?"

No one argued. Magnus looked to the side to see Kup gaping up at the Dinobot, looking as if such thoughts had never even occured to him before.

"Days of Dinobots being treated bad over," he declared. "Me Prime..." He pondered that statement, then shook his head and revised it. "I, Pterodactus Prime, am leader of Autobots now. I, Prime, declare him Grimlock my second in command. And I, Prime, expect Autobots to follow commands, to work alongside Dinobots and treat as equals. All Autobots equal, despite age or alt mode. All Autobots work together... or them Decepticons tear us apart. Us need to be united, not treating each other bad. And Autobots follow me, Prime, or suffer consequences."

Another moment of dead silence. Then Wreck-Gar, in one piece again and watching the proceedings curiously, raised his hands and began to slowly clap in response.

"That's one small step for mech, one giant leap for mechkind!" he declared, beaming proudly as if he understood everything.

Magnus took in a deep cycle of air, then let it out slowly. This hadn't gone at all as planned. "Swoop... Pterodactus... whoever you are now... you can't honestly expect to lead the Autobots. You have no experience, no training..."

"Him Grimlock been teaching me," came the reply. "Him Grimlock leader of Dinobots for years. Have experience that him Grimlock been passing on to me."

Kup sputtered incoherently for a moment before replying. "Grimlock? Scrappin' pit, we don't need someone leading in Grimlock's style-"

"Do we have a choice?" That was Perceptor, stepping up to join Magnus and Kup. "As much as I am reluctant to embrace Grimlock's style of command, it seems we haven't much choice in the matter. We had our chance to educate Pterodactus Prime, and we turned it down. Given that rejection, it's perfectly logical that he'd seek out the leader he was most familiar with - his comrade-in-arms."

"Doesn't mean we have to accept his leadership," Kup pointed out.

"True," Perceptor acknowledged. "But such an action would only be detrimental to the future of the Autobots. I may be more qualified in the scientific field than military, but even I can see that the Autobots cannot afford division in their ranks now. Not with the Decepticons still in control of Cybertron and the creature that destroyed our Moonbases still on the loose. I choose to follow Pterodactus Prime... and I would encourage the Autobots to do the same."

Swoop - no, not Swoop anymore, Magnus corrected himself - Pterodactus smiled a little at Perceptor's words. "I, Prime, honored to have you Perceptor's support." His gaze moved to the other Autobots, and an expectant look came over his faceplate.

"I follow you too, Prime," Arcee added, stepping up to Perceptor's side. "I can't pretend I wasn't surprised when the Matrix chose you... but I have faith that you'll lead us well."

Hot Rod shifted from one foot to the other, looking rather uncomfortable. "Never thought we'd get a Dinobot Prime," he confessed. "But seeing as we've got one now... I guess we see how it goes, huh?" He stepped forward as well. "Count me in."

Springer and Blurr exchanged skeptical looks, but they, too stepped forward, no doubt more to follow what they saw as the majority than out of an actual desire to accept Pterodactus as the Prime. Pterodactus seemed to accept that for the moment, and he merely nodded at them before turning his attention to the last two mechs.

Magnus wasn't an unreasonable mech, and he wasn't above listening to what others had to say. And while he still had his doubts about Pterodactus, he had to admit that both he and Perceptor had extremely valid points. Their treatment of the Dinobots, and Pterodactus in particular, had been unreasonable. And at this time of crisis, they couldn't afford to have the Autobots split into factions. Pterodactus might be a young, inexperienced Prime, but he was a Prime nonetheless, and that position demanded his respect.

"Pterodactus Prime," he said gravely, moving to stand at Perceptor's side, "I follow you." And he delivered a brisk salute.

"Salute not necessary," Pterodactus replied, "but thank you, Ultra Magnus." He turned to the last holdout. "Kup?"

"Well, less likely mechs have had the Matrix fall into their hands," Kup conceded, "and they've come through to be decent leaders. I'll give you a chance, lad. We'll see how the Autobots fare under a Dinobot Prime."

"All hail Pterodactus Prime!" Grimlock bellowed, pumping a fist in the air. "Leader of Autobots!"

"Hear, hear!" Wreck-Gar crowed, waving his arms at the crowd. The Junkions burst into wild applause.

"So now what?" demanded Springer. "We've got a new Prime, that's all well and good, but what now? We're still stuck here, and we've still got a planet-eating monster lurking around and two Moonbases and all the Autobots on them gone-"

"Unicron," Pterodactus corrected. "Planet-eating monster called Unicron."

Magnus gave the Prime a bewildered look. "How do you know..."

"I, Prime, been learning things while gone," he replied. "Know about Unicron..." His voice trailed off, and he gazed down to find Wreck-Gar tugging at his arm. "What is it?"

"Listen to me," Wreck-Gar murmured insistently. "No, don't listen to me, listen!" For the first time that any of them had seen, he wasn't smiling. If anything, he looked afraid, afraid and desperate.

"Prime listening," Pterodactus assured him.

"Listen!" Wreck-Gar went on. "You can find your people if you are brave."

"You mean the Autobots on the Moonbases?" asked Arcee. "But they were destroyed, weren't they?"

Wreck-Gar shook his head. "They passed down the roads long ago," he said in a low, baleful tone. "And the Red Bull ran close behind them and covered their footprints."

"Red... Bull?" Pterodactus cocked his head. "You Wreck-Gar mean Unicron?"

The Junkion nodded. "His firstling bull has majesty, and his horns are the horns of a wild ox." He held his fingers to his temples to mimic horns, a rather useless gesture seeing as he had horns anyhow. "With them he shall push all Autobots to the ends of the universe."

"What you Wreck-Gar saying?" Pterodactus demanded. "You saying him Unicron passed by Junk?"

"Close enough to spit," Wreck-Gar replied. "That's no moon, it's a space station!" He shuddered. "As if millions of voices suddenly cried out in terror... and were suddenly silenced."

"Which way was this Unicron thing headed?" asked Kup.

"Survey says: Cybertron!"

"Oh fraggit," Kup swore, punching a fist into his palm. "That settles it, we've got to warn Cybertron. If that's its next target..."

"Why not just let the thing eat Cybertron?" suggested Springer. "It's just full of Decepticons anyhow, and most of the Autobots are on Earth or the colony worlds anyway - ow!" He jumped and glared at Arcee, who had just clocked him in the back of the head.

"Not even Decepticons deserve being eaten alive," Magnus told the triple-changer. "Prime, the ship you brought here - is it still in working order?"

"Work just fine."

"Good." He addressed the Autobots. "We've got to leave now if we have any hope of beating Unicron to Cybertron. We have to convince Shockwave that this threat is real and that we need to evacuate Cybertron before it hits. The planet's defense systems might be able to hold it off for just long enough to get transports-"

"No," Pterodactus cut in, voice firm.

"Swoo- I mean Prime, don't be stupid," Kup snapped. "Magnus has got a lot of experience dealing with things like this-"

"Us not retreat," Pterodactus insisted. "Us not evacuate Cybertron. Him Unicron destroy Cybertron, him just go after next world with Autobots on it. Chase us Autobots to the ends of the universe." He nodded at Wreck-Gar as if to credit him for the phrase. "Us Autobots go to Cybertron... and us Autobots fight Unicron."

Magnus' jaw dropped. "You can't be serious!"

"I, Prime, dead serious," Pterodactus replied. "I, Prime, not let him Unicron destroy any more worlds. Time to end this once and for all."

"Splendid!" Wreck-Gar crowed. "To the rescue! Save the world!" And he dropped to one knee before Pterodactus. "You have my sword."

"Junkions not need help us," Pterodactus told him. "Not your world."

"We gotta stick together!" Wreck-Gar replied. "Not about to let you boys have all the fun!"

"Then you Wreck-Gar assemble troops to join us," Pterodactus ordered. "As many as you Wreck-Gar think you need."

"Sir, yes sir!" he barked, and leaped to his feet. "Tonight we dine in HELL!" And he strode off.

"Well, at least one of us is eager for a fight," Kup grumbled.

"But we haven't got a chance against that thing!" Hot Rod protested. "It'll crush us!"

Pterodactus just smiled. "There a way. Always a way, even when things look hopeless." His voice became stern and commanding, a tone Magnus had never heard out of the Dinobot before. "Autobots, move out! Board ship! Snarl, get ship powered up and ready for takeoff. Perceptor, help him Snarl. Hot Rod, Springer, do preflight checks. Grimlock, arm guns. Us Autobots may need to go in shooting. Ultra Magnus, shut mouth. You Magnus look really silly like that."

Magnus closed his mouth, but just continued to stare at the Dinobot Prime. What had happened in those few days that had changed him so much, transformed him from a gawky and unsure mech to a confident, commanding Prime?

Only then did he notice that Grimlock was eying him, and though it was difficult to tell through the mask and visor, he could have sworn the Dinobot leader was smiling widely, positively beaming with pride.

"What are you grinning about?" he asked.

"Me Grimlock good teacher!" he replied, and with a thunderous laugh he strode off.


	9. Chapter 9

The Quintesson ship spun through the blackness of space, Snarl and Perceptor pushing its engines to the very limit in an effort to reach Cybertron before Unicron. Alongside the ship, the Junkion's vessel kept pace easily despite looking like a flying wreck - it literally looked as if Wreck-Gar's troops had just slapped it together at the last minute out of whatever parts were handy. Wreck-Gar had proudly dubbed the vessel the _A113,_ a name Pterodactus didn't recognize but that seemed to hold special significance for the Junkions. Perhaps if - no, _when_ \- this battle was over he could inquire further.

Pterodactus stood on the bridge _,_ his sword balanced point-first before him and his hands folded over its pommel. Behind him, the Autobots and Dinobots made last-minute weaponry checks or shifted restlessly in their seats, no doubt knowing that they had no idea what to expect of this battle, only that it would be unlike anything they'd ever faced. Before him, Snarl and Perceptor kept the ship on course, Snarl with his optics focused on the viewscreen while Perceptor paid closer attention to the various readouts on the console. The Autobots and Dinobots were united under Pterodactus' command for this battle, and for once they would fight as equals... and they didn't fight alone, for the Junkions had vowed to fight at their sides. And more importantly, Pterodactus had the Matrix, and with it the wisdom of the Primes, at his side.

None of this kept him from feeling like a shaking wreck inside. As confident as he had tried to appear to Ultra Magnus back on Junk, he truly had no idea how they were supposed to fight Unicron. Optimus had only said something vague about him "having the power," not what that power was or how to wield it. Would the Matrix let him know what he needed to do at the right time, or would he have to figure it out on his own? And more importantly, would he find the answer in time to protect Cybertron?

Something poked at his leg, and he looked down to see Wheelie peering up at him worriedly.

"Why face so long?" he asked. "Is something wrong?"

Pterodactus put on a brave smile for the sparkling. "I, Prime, doing just fine, Wheelie. You not worry about it so much, okay?" He had to pause and focus a bit to say the words - he was so used to referring to himself as "me" that it was something of a challenge to say "I" instead. But he knew if he wanted the Autobots to take him seriously as a leader, he had to put forth some effort on his end, including the effort to speak correctly.

Wheelie smiled and nodded, apparently convinced for the moment. "What Wheelie do? Want to help you."

"You Wheelie stay on ship," Pterodactus ordered. "It safest for you."

"Awwwww," he whined, pouting up at the Prime. "That isn't right! Wheelie can fight! Won't be in way! Don't make me stay!"

"Not want you Wheelie hurt," Pterodactus replied, shaking his head. "I, Prime, know that you Wheelie fended for yourself on Quintessa, but this different. This not just wild creature or Sharkticon, this monster size of planet. Wheelie safer here _._ "

"Prime's right, Wheelie," Kup put in, looking up from loading an acid rifle. "Little guy like you can get killed far too easily out there. It's best if you stay behind and guard the ship."

Wheelie slouched in disappointment. "Don't care, not fair." He stomped over to a corner to sulk.

Kup sighed heavily. "Someone needs to teach that kid to behave."

"Cut him a bit of slack," Arcee defended. "Who knows just what he's been through in his life? He's probably had it really rough."

"Isn't an Autobot alive who hasn't had a rough life," Kup pointed out. "Doesn't give them an excuse to whine and pout when things don't go their way-"

"Pterodactus!"

Pterodactus had been listening in on Kup and Arcee's exchange, but he whirled at Perceptor's shout. "What is it?"

"We're approaching Cybertron!" the scientist reported, his optics wide with horror. "But it appears we've gotten here too late... he's here!"

Wreck-Gar's face flickered on one of the console screens as the Junkion leader reported from the _A113._ "Thar she blows! White whale! Whiiiiiiiiite whale!"

Pterodactus felt his spark go cold as Cybertron came into view... as did the orange behemoth towering over it. This wasn't the fanged ring-world he had seen in vision - this was a mech as big as Cybertron itself, skeletal wings and massive horns giving him the look of a demon. His venom-green optics were narrowed to slits, and his oddly bearded face contorted in a scowl of mingled disgust and rage as he regarded the planet. Even as Pterodactus watched, he drew an arm back and brought it smashing down on the planet's surface, crushing cities and gouging out claw marks the size of canyons.

"Son of a glitch!" Hot Rod shouted. "So much for warning Shockwave!"

"The sensors are detecting massive amounts of firepower coming to bear from Cybertron," Perceptor informed them. "Evidently the Decepticons are already in the process of mobilizing a counterattack. It does not appear to be causing any significant damage to Unicron."

That last was an understatement - Unicron was so massive that Pterodactus doubted that even a K-class warhead or one of the humans' hydrogen bombs would have done much more than dent his armor.

"Pterodactus, what do we do?" asked Magnus. "This was your idea."

"There got to be weak spot," Grimlock snarled, coming up to stand by Pterodactus. "Every mech have one. Find that and shoot!"

"This ship doesn't have enough firepower to take down something that size!" Springer protested.

Pterodactus tightened his grip on the hilt of his sword, looking Unicron over frantically, searching for something, anything, that could be the key to taking him down. Grimlock was right - even the most heavily armed and armored mech had to have some sort of flaw that could be exploited. But the more he looked, the more hopeless their efforts seemed. He had no idea what sort of metal Unicron was plated with, but it had to be a mile thick or more. Even the metal of his face would be too thick for any of their weapons to punch through, except for the optics...

"Optics!" he squawked, loudly and suddenly enough to make Magnus and Grimlock jump. "Go for optics! Those weak spot on every mech!"

Snarl nodded and adjusted something on the controls. "You Perceptor take over flying. Me Snarl shoot."

"I copy," Perceptor replied, sounding rather relieved that Snarl would be handling the actual fighting.

"Wreck-Gar, aim for him Unicron's right optic," Pterodactus ordered. "Us Autobots take left. Radio us Autobots if you Junkions break through."

On the vidscreen, Wreck-Gar nodded and saluted. "You heard 'im, men! Don't fire 'til you see the whites of their eyes! Er... greens." He gave a daredevil grin. "All right, guys, let's do this. LEEEEROYYYYYY JENKINS!" And the screen flickered out.

"That guy is so weird," muttered Springer.

Perceptor fumbled with the controls, trying to familiarize himself with the alien workings, and the ship slewed from side to side as he tried to correct its course. Then their flight stabilized as he got the hang of it, and he pulled the ship around to face their titanic foe.

"Target locked," Snarl reported.

"Open fire!" Pterodactus ordered. "Maximum firepower!"

Snarl nodded and squeezed the controls. Bright green energy flashed from the ship's bow, striking Unicron's cheek and leaving a line of black blotches. The Stegosaurus frowned, adjusted the controls, and fired again, and this time the blasts struck the optic itself. The thick green material - glass or some other substance, Pterodactus wasn't sure - didn't even scratch at the blow. The only reaction from Unicron was an irritated scowl and a glare in their direction. Perceptor hauled on the controls, and the starcraft veered away from that vicious glower.

"Oh-slag-he's-seen-us-he's-seen-us-he's-going-to-crush-us-we've-got-to-get-out-of-here-before-he-destroys-us-let's-go-let's-go-let's-go!" Blurr babbled, clutching the arms of his chair in a death grip.

"No retreat!" Grimlock roared. "Dinobots never retreat! Autobots not retreat either! Us stay and kick butt!"

"Who made you the boss?" snapped Springer.

"You Springer not back-talk me!" Grimlock snarled. "Me Grimlock outrank you!"

Pterodactus clamped a hand on Grimlock's shoulder. "I, Prime, outrank you Grimlock," he reminded him firmly. "I, Prime, not want to have to remind you Grimlock of that... but leave orders to me, Prime, unless I give permission. Understood?"

Grimlock's visor flared in shock and anger, and for a moment Pterodactus feared the Dinobot leader would actually strike him for daring to pull rank on him. As far as the Prime remembered, no one had ever called Grimlock out like this, not even Optimus. There was a moment of intense silence as every optic fixed on the two Dinobots, waiting for the tension to explode into an all-out fistfight or worse.

Then Grimlock snorted and nodded. "Me Grimlock understand, Prime."

Pterodactus nodded. He disliked having to pull rank on his comrade like this, but it had been necessary. Both the Autobots and Grimlock had to know that the Prime wasn't going to let anyone, even his former leader, walk all over him or supersede his authority. He had to be able to command on his own merits, not become a puppet while someone else assumed the power behind the throne, as it were.

Wreck-Gar's face appeared on the monitor again at that moment. "Negative! It didn't go in! It just impacted on the surface!"

"Try again!" Pterodactus ordered. "Use missiles this time! Got to be a way through!"

"Roger, Bravo Leader!" Wreck-Gar replied, saluting. "All units forward, men! Stay on target!"

Pterodactus turned to Perceptor. "Turn ship around! We try again!"

Perceptor brought their craft back around. "I'm unfamiliar with Quintesson ordinance, Pterodactus Prime, so I am unsure if it is capable of penetrating Unicron's hull. Should this fail-"

"Failure not an option," Pterodactus said firmly. "Fate of Cybertron depend on this. Snarl, acquire target and fire!"

Before Snarl could comply with the order, Unicron moved. With a speed and agility that should have been impossible for a being his size, he snatched at something before him as if trying to capture an annoying insect. His clawed fingers closed around a ship - the _A113._ As Pterodactus watched in horror Unicron flexed his fist, crushing the Junkion vessel in his grip.

"Houston, we have a problem!" Wreck-Gar's voice over the vidscreen was almost drowned out by the shriek of warping metal. "We're gonna need a bigger boat-"

The connection abruptly cut to static. Unicron opened his fist, glared distastefully at the wreckage of the _A113,_ and tossed it aside.

"Oh _slag,_ " groaned Hot Rod, optics wide. "That is NOT good."

Pterodactus felt as if Unicron had just grabbed and squeezed his internals in that brutal gesture. Never mind that he had known Wreck-Gar for less than a day - the Junkion leader had been an ally, and more importantly, his safety was just as much Pterodactus' responsibility as was the Autobots'. The Prime was no stranger to death on the battlefield, but this was the first time anyone under his command had fallen in battle, and it left him horrified and angry.

His grip tightened on the hilt of his sword until his joints groaned. They might have lost their Junkion comrades... but they would not lose another mech, not today! And he would avenge Wreck-Gar and his cronies-

_Testing, testing, one two three! Is this thing on?_

The voice over his radio shocked him back to reality. _Wreck-Gar? You Wreck-Gar alive?_

 _I'm not dead!_ he confirmed cheerily. _Old soldiers never die, they just fade away._ There was an audible blast over the radio as something aboard the ruined _A113_ exploded. _We are experiencing technical difficulties. Please stand by, some assembly required._

_How many casualties?_

_All hands saved!_

Warm relief swept through Pterodactus. _Call me, Prime, once you Wreck-Gar have ship repaired_. _Until then, stay back from fighting. Junk needs its leader._

_Roger, Houston! We'll be back right after these important messages!_

Pterodactus cut the connection. "Him Wreck-Gar alive!"

Sludge whooped happily. "Awesome! Take more than overgrown scrap metal to take him Wreck-Gar out!"

Ultra Magnus looked as if he wanted to question just how the Junkion leader had survived such a brutal attack, but seemed to decide that it was better not to know. "That's all well and good, but we still have Unicron to deal with. Have we got anything strong enough to punch through that optic?"

In answer Snarl fired off a missile, watching as the projectile impacted against the massive optic. A circle of spiderweb-like cracks appeared on the surface of the optic before Unicron raised a hand to cover it. His snarl of enraged pain thundered through the vacuum of space and made the ship vibrate ominously around them.

"That shouldn't have happened," Perceptor protested, looking almost offended at this blatant breach of the laws of physics. "Any sounds made outside planetary atmosphere should not be audible-"

"This not time for science lesson," Snarl pointed out. "Besides, him Unicron god. Science not apply to him." He turned to face the Prime. "That strongest weapon we got. Not work."

A wild, desperate idea materialized in Pterodactus' CPU, and before he could talk himself out of it he voiced it. "Ram it."

Snarl rebooted his optics, visibly startled for the first time since Pterodactus could remember. "What?"

"Ram it," the Prime repeated. "Full power to engines. Aim for optics."

That set off the Autobots, who all began shouting at once in protest. Grimlock glanced at Pterodactus as if asking for permission, and at the Prime's nod he delivered an audial-splitting roar that silenced everyone... for a moment, at least.

"You're crazy!" Springer cried. "That's suicide!"

"You Springer not like it, me Slag be happy to show you Springer airlock," Slag grumped.

"He has a point," Magnus cut in. "If missiles couldn't break through, what makes you think the ship itself will do the trick? You could smash us to bits if this fails!"

Pterodactus looked the truckformer calmly in the optics and offered a grim smile. "I, Prime, still Dinobot. And Dinobots not fail. It not word in our vocabulary."

Magnus opened and shut his mouth a few times as if to protest, but only incoherent static emerged. Pterodactus took advantage of his speechless moment to give the order.

"Snarl, Perceptor, full speed ahead!"

Perceptor hesitated, then opened the throttle as far as it would go.

The starcraft shot forward, spinning toward Unicron like a silver dart. The titanic mech's dead-white face filled the viewscreen, then the poison-green optic. The ship rocked once as Unicron swatted at it, one claw striking the stern, but that wasn't enough to even slow their approach. Alarms shrieked on the ship's console, warning that they were dangerously close to a collision.

Pterodactus tightened his grip on his sword. Primus, he hoped he was right about this.

"Brace selves!" Snarl warned. "Here it comes!"

"Impact in three," reported Perceptor balefully. "Two. One-"

There was a tremendous jolt, throwing the scientist and Dinobot out of their seats and sending every other occupant of the ship flying. Pterodactus felt the floor suddenly buck beneath him, and before he could right himself Kup went smashing into him. Then another body - Sludge's judging by the size and weight - slammed into his other side, knocking both of them to the floor. Over and over the Autobots were tossed around like so many playing dice as the ship bucked and thrashed like an animal in pain, its interior lights blinking on and off with each jolt.

Just when Pterodactus thought the wild ride would never end, the ship came to a crashing halt. There was the rattle of debris raining down on the hull... then silence. Well, silence save for Blurr's frantic rambling.

"We're-all-dead-we're-dead-we're-offline-it-killed-us-Unicron-just-killed-us-it-couldn't-have-been-Decepticons-that-killed-us-it-had-to-be-the-giant-scrapeater-we're-dead-"

Kup squirmed his way out from under Pterodactus' wing, crawled to Blurr's side, and slapped a hand over his mouth. "Shut it, lad. Panic ain't gonna do us a bolt of good out here."

"W-where's here?" Arcee asked, climbing to her feet. "I'm assuming we made it through, seeing as we're not a spot on his optic right now."

"So that means..." Hot Rod began, his voice trailing to nothing as the implication sank in.

Pterodactus nodded and struggled to his feet, groping for his sword. "Us Autobots inside Unicron's head."

Dead silence. Even Blurr went quiet at the realization.

"So now what?" asked Springer. "Did you have any plans for what would happen once we got inside?"

Pterodactus opened his mouth to answer, but then slowly shut it. He hadn't thought beyond this. He'd assumed that, just as it was with other mechs, the optic was a direct line to the CPU, and that sending a missile through it would kill the Devourer of Worlds. Using their ship as a battering ram had been a spur-of-the-moment decision... one he was starting to regret.

"You don't have a plan!" Springer realized. "Oh, that's just great! This is what comes from having a stupid Dinobot as the Prime-"

Grimlock lunged, snarling in rage, but Pterodactus was quicker. Before Springer could even register what was happening, let alone dodge, Pterodactus had grabbed Grimlock by his shoulder and yanked him back, placing himself between the irate Dinobot and the stunned triple-changer.

"Stand down, Grimlock!" Pterodactus ordered. "Us Autobots not fight among each other!"

"Him Springer have NO right to bad-talk Prime!" Grimlock protested.

"No, him Springer not have right," Pterodactus agreed, "but you Grimlock let Prime handle this. Understood?"

Grimlock growled in rage, flexing his hands as if wishing he had Springer's neck in his clutches, but after a long, hateful glower in the Autobot's direction he obeyed. "Understood, Prime."

"Good." He rounded on Springer now, who realized that he had just angered not one, but two Dinobots, both of whom outranked him, and seemed to be doing his best to vanish into the bulkhead. "You Springer off hook for now. But you Springer mouth off again, I, Prime, let Grimlock deal with you."

"Yes sir," he squeaked.

Pterodactus kept his gaze on the triple changer a moment longer, then turned to look out the viewscreen. An enormous circle of light filled his vision, and it took him a moment of studying to realize it was an optic - an optic as tall as a skyscraper. He forced himself to look away, knowing that letting himself be overwhelmed by Unicron's sheer size would only make things worse.

"Off ship," he ordered. "Us Autobots go in deeper. Find way to shut Unicron down for good."

"How?" demanded Hot Rod. "This thing is massive! Even if he has a shutdown switch, it's probably the size of a citybot-"

"Not need shutdown switch." Pterodactus thought a moment, trying to recall what Ratchet had taught him about a mech's vital systems. Few warriors had ever thought to consult the medic on how best to take down a mech, but Ratchet had taught him long ago that the last 'bot you ever wanted on your bad side was one with medical programming. For a medic knew just what spots to hit to incapacitate or kill another mech... or to cause maximum pain.

"Us split up," he decided. "One group go for CPU. Other group go for chest, where spark chamber and fuel pump are. Find one of those three components, then destroy it or shut it down, whichever easiest. Best way to stop him."

"That's assuming this Unicron operates like a normal mech," Kup pointed out. "What if he doesn't even have a spark chamber or whatnot?"

"Then us go from there," Pterodactus replied. "You Kup take Hot Rod and Springer to find fuel pump, you Ultra Magnus take Perceptor, Arcee, and Blurr to find CPU. Us Dinobots go to spark chamber."

"Yes, Prime," Magnus replied, and Pterodactus was pleased that the truckformer didn't hesitate to call him by that title.

"I help too!" Wheelie insisted, stomping. "Go help you!"

"You Wheelie stay and guard ship," Pterodactus told him. "Not want to risk you getting hurt."

The sparkling pouted up at him but voiced no further protest.

"Autobots, move out!" Pterodactus shouted. "Destroy Unicron and protect Cybertron!"

"Dinobots kick butt!" Grimlock bellowed, and bolted from the ship. Pterodactus ran to catch up with him, the other Dinobots right behind. The other Autobots disembarked soon after, making their way past the huge optic and deeper into Unicron's cranial unit.

No one noticed Wheelie slip from the ship a few minutes later and take off running after the Dinobots, slingshot in hand and a determined glint to his optics.

* * *

Ultra Magnus couldn't shake off a feeling of intense dread as he led the way deeper into Unicron's chassis, toward a massive column of wires and cables that must have been a spinal array. It was one thing to launch an attack on an enemy vessel - indeed, if he just shut out the memory of crashing into a giant optic he could almost imagine that they were simply inside a Decepticon warship on a sabotage run. But knowing that this wasn't just a ship, but a massive mech - and if Pterodactus was to be believed, a god of all things - left his sensors prickling with unease. Never in all his days of functioning had he ever thought he would be in this kind of situation, as an intruder inside another sentient being.

Arcee shivered as she looked up at the huge spinal array. "This is incredible... and kind of frightening."

"It's fascinating," Perceptor murmured, staring at the column with undisguised awe. "What I wouldn't give for the opportunity to study this Unicron! The technology required to keep such a massive and intricate mechanism powered and functioning must be far more advanced than our own!"

"You'll have to put your sciencing on hold for now," Ultra Magnus advised. "If there's anything left of this guy when we shut him down, you can have it, but for now let's keep him from making Cybertron his next course."

"Ah yes... apologies," Perceptor replied, but he remained gazing at the spinal array with a wistful air. "So much we can learn from this-"

"What-was-that?" Blurr blurted, whirling so quickly that Magnus' optics couldn't follow the movement.

"What was what?" Magnus demanded.

"What-was-that-thing-it-just-moved-it-went-right-past-me-I-swear-it-had-fangs-"

Arcee had just opened her mouth to tell Blurr to quiet down when something swooped down from the ceiling, eliciting a shriek from her instead. Magnus raised his gun and fired, and the creature gave an unholy screech that would have made Starscream proud before landing at the Autobots' feet. A silver-and-green mechanism the size of a minibot, winged and clawed with bulging optics and a hideous snarling face like a metallic gargoyle, it thrashed and flapped obscenely before going still, sparks spitting from the ragged hole in its torso.

"Fascinating," Perceptor murmured, sounding far too delighted for Magnus' tastes. "One of Unicron's antibodies!"

"Anti-what?" repeated Magnus.

"They're nanobots," Arcee explained. "They're what makes our self-repair systems work - they're basically very tiny robots that can close small wounds, do delicate repairs, and fight off viruses or parasites. Normally they're too small to be seen... but I guess it figures that as big as Unicron is, his antibodies would have to be bigger to do their job right."

"Oh lovely," Magnus realized. "That means Unicron's systems know we're here and see us as parasites-"

Whether the shriek that cut Magnus off came from another antibody or from Blurr, he'd never find out. Another of the creatures landed on his shoulders and sank its claws into his armor, sending daggers of fire through his chassis. Two of them swooped down at Perceptor, who tried to drive them off with a wild swing of his arms, while a third dove at Arcee and forced her to duck and cover her head with her arms. The air around them filled with the flapping of wings and the shrieks and chitters of their attackers, almost totally obscuring Magnus' sight and making it nearly impossible to hear anything his comrades were shouting at him.

Something bit Magnus' gun-arm, and with a bellow of combined pain and anger he threw himself against the spinal array, smashing the antibody's head between his arm and a power cable as thick around as a redwood. Keeping the writhing carcass pinned there until he was sure it was dead, he shifted his gun to his other hand and fired up at the creatures. Several shots hit their marks, causing bodies to drop or antibodies to screech and veer away, but it seemed that for every hit he scored, three more of the Pit-spawned beasts would swoop in to replace their fallen comrade.

"This is the weirdest battle I've ever fought!" Arcee noted, shooting point-blank at an antibody that had latched its jaws into Blurr's leg.

"There's-too-many-of-them-we'll-never-get-away-from-them-they're-all-over-the-place-OW-my-leg-it-stings-I-can't-walk-this-is-bad-this-is-bad-this-is-very-bad!" Blurr cried, gripping his wounded leg. The antibody's bite had laid it open clear to the support struts and severed an important cable, leaving the courier unable to stand.

"We've GOT to keep fighting!" Magnus shouted, prying the dead creature from his arm and flinging it into a cluster of antibodies to break them up. "We don't have any choice!"

"We can only hope the others are having more success in their ventures than we!" Perceptor replied, trying to pry another of the beasts off his scope.

* * *

"Face it, we're lost!" Springer grumped.

"We are not lost!" Hot Rod protested. "I know exactly where we're going!"

"We've passed that wad of wires three times now!"

"Okay, wise guy, why don't you lead the way for a while?"

"You two shut up!" Kup snapped. "Bickering ain't gonna do us a bolt of good here."

Not for the first time, Kup was beginning to regret Pterodactus partnering him with the two hotshots. Not that he didn't appreciate a little backup on this weird mission, but the two were going to drive him into an early tomb if they didn't shut up soon. When they weren't arguing or trading insults back and forth they were constantly trying to one-up each other, as if every battle and mission were nothing more than a game both were dead-set on winning. Kup had no desire to see either of them come to harm from their brash, hot-headed antics, but at the same time he knew only time and experience would teach them to be more cautious, seeing as none of his lectures had sunk into their thick CPUs.

The tunnel the three of them had been following ended abruptly in a massive... Kup wasn't sure if "chamber" was the right word. It was a massive area that could have housed the entire Towers district on Cybertron with room to spare, the "ceiling" so high up that it made the old truckformer dizzy just trying to look for it. The walls curved almost out of sight in either direction, and the floor, while relatively close in comparison, still looked to be a healthy drop down. Ahead he could see a wild tangle of chutes and pipes, each dumping crushed rock or metal or pouring fluids into vats of steaming, glowing stuff that could only be acid. Kup thought he'd seen a lot of bizarre things in his functioning time, but this had to take the proverbial oil cake.

"Where are we anyhow?" asked Hot Rod, looking around. "This doesn't look like it should go in a mech's chest."

"Hrm." Kup looked around, having to wonder that himself. "Ain't a medic, and ain't never wandered around inside a bigger 'bot before... but I'd have to say we've overshot the chest entirely. This looks like the abdominal cavity."

"Oh great," Springer grumbled. "'Know exactly where you're going,' right 'Rod?"

"Why is it my fault?" Hot Rod snapped. "I'm not a medic either!"

"Just shut up and let me get us reoriented!" Kup snapped. "At least we didn't end up in the aft area..."

"Kup!"

He recognized that voice... and it made his internals clench in response. "Spike! Sonofaglitch, what are you doing here?"

"Just hanging around, it looks like," Springer quipped, and Hot Rod snorted in laughter.

Almost fifty feet overhead, a conveyer belt hung over one of the acid vats, with various mechs hanging from clamps underneath. Spike, in the exo-suit he had taken to wearing in order to operate Cybertronian tech more easily, dangled from a clamp about five mechs back from the front, and though he squirmed and beat at his bonds, he couldn't seem to break free. Behind him, Jazz was working desperately to free himself as well, while Bumblebee, Cliffjumper, and Beachcomber hung limply behind the Porsche, as if they'd resigned themselves to their fates.

Even as Kup watched, the foremost clamp suddenly relaxed its grip, dropping the minibot in its clutches into the vat. The mech screamed as he struck the vile liquid, thrashing in agony as his body began to melt into a smoking slurry. Hot Rod and Springer quit laughing in a hurry, and Kup heard a sickly gurgle as Hot Rod struggled to keep his fuel tanks from purging themselves in disgust.

"Hold tight, lads!" Kup shouted up at the human. "We'll get you out of there!"

"Might wanna step it up," Jazz advised. "Or things'll get hot real fast."

Kup nodded and looked quickly around, hoping to find some means of freeing the Autobots before any more of them could end up in Unicron's digestive system. "Springer, think you can fly up there and cut 'em loose?"

"On it," he replied, transforming to his helicopter mode. "I'll have 'em down before you can say-"

The crack of a blaster cut off the rest of his sentence, and Springer yowled and veered sideways just as he took off, smoke pluming up from his rotors. More blaster fire snapped and buzzed around them, forcing Kup and Hot Rod back into the tunnel.

"Decepticons!" Hot Rod exclaimed, pulling his weapon. "Even here we can't get away from them!"

Decepticons, all right... but not any Kup was familiar with. Blue bat-winged mechs swooped down from above, raining laser fire down at the Autobots. Some found perches on the chutes and tubes in order to keep firing, while others dove down to harry Springer as he tried to correct his course. Springer swerved and dodged as best he could, but the blue mechs wouldn't let him get any closer to the conveyer belt.

"Fraggit, kid can't get close enough to do anything," Kup grumbled. "Hot Rod, can you fly?"

"What do I look like, a Seeker?" he replied. "I got antigravs, but I'm not too good with them yet-"

"Learn fast, kid," Kup growled, and grabbed him by the arm. "Get out there and get our mechs down!" And he flung Hot Rod out of the tunnel.

If Hot Rod managed to get his antigravs working before hitting bottom, Kup never saw - the tunnel exit was suddenly blocked by a jagged blue wingspan. Up close, the blue 'Con was hideous, with a scowling bearded face and lurid pink claws on each finger. The mech snarled and lashed out at Kup, claws raking over his chestplate, but thankfully the only damage done was to his paint job.

"Surrender, Autobot," the mech hissed, baring fangs in a sinister grin. "You're no match for a Sweep."

"We'll see about that," Kup replied shortly, and ducked low and charged.

His shoulder caught the Sweep in the abdomen, and both fell to the tunnel floor. He aimed a fist at his opponent's head, but the Sweep grabbed his wrist in both hands and sank his claws in deep. Clenching his dental plates to keep from shouting in pain, Kup struck with his other hand, jamming it into a gap under the Sweep's arm and yanking a bundle of wires. The Sweep howled in pain and thrashed beneath him, struggling to throw him off.

"Still think you're so tough?" Kup growled, twisting the wires.

The Sweep snarled and abruptly bucked, throwing Kup over his head and out of the tunnel entirely. Before he could get used to the sudden, unfamiliar sensation of being airborne against his will, he struck something hard that nearly knocked him offline. He retained enough sense to grab on to whatever he'd hit and hang on for all he was worth... which turned out to be the edge of one of the acid vats, with the foul liquid bubbling just over a meter from his feet. With a shudder at how close he'd just come to certain death, he hauled himself up to crouch on the rim of the vat.

Pausing to vent and cool down a bit from the sudden close call, he looked up to check on how the two hotshots were doing. He almost wished he hadn't checked - Springer was still being mobbed by Sweeps, a pack of them surrounding him to block his way and one even hanging off his skids. The triple changer was cursing and shouting insults at the mechs as he opened fire on them, trying to mow a path through, but they were either too bold or too stupid to get out of the way, and kept closing in on him. Just over Kup's head, Hot Rod was perched on the conveyer belt and trying desperately to cut Spike loose, but his saw wouldn't cut through the clamp. Even as Kup watched, the mech just ahead of Spike fell from his clamp, swearing rather impressively the whole way down.

Kup let out a rather virulent curse himself as he stood, arms out to maintain his balance on the lip of the vat. There had to be a way to stop this. Was there any kind of shutdown mechanism to Unicron's internals? Or at least to the conveyer belt? They couldn't lose any more Autobots, not while some means existed to prevent their deaths.

His gaze fell on a panel on the side of the vat next to him - what looked for all the world like a door control. The vats must have some sort of protective cover, doubtless so Unicron could close them in the event he ingested something toxic or otherwise harmful. Kup didn't question why such a cover would require an external control, simply crouched back down and felt along the side of his own vat. If he could find the control before...

Spike gave a yell of fright as his own clamp loosened, dropping him.

"Fragitall!" Kup snarled, and groped wildly. He felt something under his hands and gave it a hasty push, hoping against hope that it was what he was looking for.

A thick gunmetal hatch slid over the vat... and not a moment too soon, as Spike hit the cover not half a second later.

"Spike, are you all right?"

A wheeze was his answer. Had Spike not been wearing the exo-suit, the fall would have broken several bones. As it was, even with the padding built into the suit, the human was badly winded and bound to be rather bruised under the armor. Still gasping for air, he raised one hand of his exo-suit and flashed Kup a thumbs-up.

Kup had to sit down then, feeling just a bit giddy with relief. That had been too close a call.

Jazz hit the cover next, rolling to a stop before climbing to his feet. "Nice work, Kup!"

"Thanks," he replied. "But we're not out of the woods yet. Still got these Sweeps to deal with, then a planet-eater to shut down."

"On th' first one," Jazz assured him, and turned toward the mob. Kup realized what the saboteur was about to do and clapped his hands to his audials, but even with that protection Jazz's sonic attack nearly shorted out his sensors. The Sweeps shrieked in agony and broke off their attack on Springer, who dropped like a stone to land on the vat cover with the others.

"Primus, give a mech some warning!" Springer snapped, transforming to robot mode.

"No time for that!" Kup barked, getting to his feet as Bumblebee and Cliffjumper dropped down to join the others. "Everyone open fire! Let's take these buzzards down!"

"What about the fuel pump?" asked Hot Rod, jumping down from the conveyer belt and landing beside Kup.

"Let's worry about covering our tails first," Kup replied. "Last thing we want is for these pests to corner us on the way there."

Hot Rod nodded and fired up at the Sweeps, hitting one in the wing and causing it to spiral into one of the open vats. "Never thought I'd say this, but I wish the Dinobots were here."


	10. Chapter 10

The antibody shrieked and thrashed as Grimlock's jaws closed over it, crunching plating and internals and sending fluids spraying. The T-rex shook his head furiously, like a hunting turbofox shaking a retro-rat, then spat the creature out. He didn't stop to watch it land but snapped at the next one that swooped in to attack, claws outstretched and a shrill screech of rage tearing from its vocalizer.

"Weak things," Slag grumbled, raising a forefoot to stomp on the antibody Grimlock had dropped. "Me Slag expecting more of a challenge."

"You Slag be careful what you wish for," Pterodactus advised, and dove at a clawed tentacle that extended from the wall, clamping it in his beak. It flailed in his grip until he bit down hard, severing it.

"Unicron freaky, even from inside!" Sludge bellowed. "We close yet?"

"Not yet!" Pterodactus replied. "Us Dinobots keep going - Sludge, watch out!"

The Brontosaurus whirled around - as fast as a giant mechanical dinosaur could whirl, anyhow - and sprayed a stream of fire behind him. The barbed tendril that had dropped from the ceiling to latch onto him blackened and crumpled from the blast. Sludge batted it with his head, snapping it off at the base, before moving on.

The Dinobots' progress toward Unicron's spark chamber was frustratingly slow. Every step of the way seemed fraught with peril - nanobots that swarmed them whenever they turned a corner (though Pterodactus wasn't sure they should be called nanobots when they were the size of a minibot), hooks and tentacles that sprouted from the walls to entangle them, hallways that suddenly shifted position to impede their progress and get them lost in the warren of passageways that snaked through Unicron's body. The titanic World Destroyer was aware of their presence inside him, it seemed, and was doing whatever he could to stop them.

Snarl was the only Dinobot still in robot mode, and he led the way forward one slow step at a time, hacking and slashing at the thrashing tentacles as if carving his way through a vine-infested jungle. It seemed that for every tendril he cut down, however, two more emerged to block their path. All of them were covered in fluids, scratches, and dents, and exhaustion did just as much to slow their progress as the attacking tendrils and antibodies.

Sludge opened his mouth to launch flame, only for a sad trickle of smoke to emerge. "Uh-oh... me Sludge out of flamethrower gas."

"Transform and use sword," Snarl advised. "Faster than teeth."

"Sword wimpy way out!" Slag pointed out. "Him Unicron going to fight tooth and claw, me Slag fight back tooth and claw!"

"What way you Slag use not matter, so long as it work," Pterodactus pointed out. "Us Dinobots have to reach spark chamber. If us having this much trouble, other Autobots probably not made it to CPU or fuel pump either."

Grimlock snorted. "Up to us Dinobots to save day again, huh?"

If Pterodactus' beak had allowed such an expression, he would have smiled in reply. "Some things never change, right?"

Before Grimlock could reply, an ominous roar echoed through the passageway. Pterodactus cocked his head to listen, puzzled. The sound wasn't animal or machine... he'd heard it once before, while exploring a canyon near the base, and it could only mean...

"Flood!" he shrieked. "Dinobots run! Flood coming!"

"That stupid!" Slag pointed out. "This not Earth, this inside giant mech! How there be flood in-"

"You Slag shut up!" Grimlock snarled. "Him Prime give you Slag orders! Follow them!"

"Me Slag not have to follow orders if me Slag think they sound stupid!" Slag retorted.

Pterodactus lashed out with a wing, buffeting Slag over the head. "Shut up! Dinobots run NOW!"

The Triceratops yelped and glowered, but before he could open his mouth to reply, a solid wall of liquid surged around the corner just ahead. Instinctively Pterodactus beat his wings and went airborne, the crest of the incoming wave almost brushing his talons. The other Dinobots weren't so lucky - the rush of liquid slammed into them, toppling them and carrying them away.

Pterodactus shrieked and turned to follow his teammates, intent on rescuing them... but there was no sign of them. His internals clenched in terror as he swooped low over the rushing river the passageway had become, looking for any trace of his brothers. Had they short-circuited and sunk? Had the liquid been acidic, melting them on contact? Had they been sucked into another chamber to face a greater horror? He'd already lost so much... he couldn't lose his brothers, not like he'd lost Ratchet and Wheeljack.

Grimlock surfaced at that moment, in robot mode and clinging to a tentacle that still extended from the wall. Giving a shriek of relief, Pterodactus dove down to grab him, but Grimlock waved him away.

"You Prime go on!" Grimlock ordered. "Find spark chamber! Us Dinobots catch up!"

"I, Prime, not going to lose you!" Pterodactus shouted back, backwinging to hover before the Dinobot leader. "Have to save you Grimlock!"

"Stopping him Unicron more important!" Grimlock shouted back. "And you Prime running out of time! Me Grimlock gather Dinobots and catch up later!"

Pterodactus keened worriedly. "Not lose you Grimlock like us lost Ratchet and Wheeljack!"

"Us Dinobots tough, remember?" Grimlock assured him. "Us be okay. You Prime go. Save Cybertron. See you Prime later. Me Grimlock promise."

Pterodactus didn't want to leave, but he knew Grimlock was right - the longer he waited, the more destruction Unicron could wreak on Cybertron. He had to go on, even if it meant abandoning his brothers. He would just have to have faith that Grimlock would find the others and keep them out of trouble.

"Be careful," he warned. "See you Grimlock later. 'Til all are one."

"Til all are one!" Grimlock replied, and he released his grip, letting the current carry him away.

It took all of Pterodactus' strength not to follow the Dinobot leader. He forced himself to turn around and fly deeper into Unicron's core, homing in on the World Destroyer's spark. The flood - some sort of cleanser, he guessed - continued to rage beneath him, sweeping the passageway clean of potential intruders. Tentacles tangled the way before him, and occasionally a swarm of antibodies would dive in to latch teeth and claws into his wings, but he bit and slashed and burned his way through, letting charred and mangled corpses and tendrils fall into the raging current below.

The passageway veered to the left up ahead, and he thought he could make out a faint glow. The spark chamber! He was almost there... just a little further...

A blast of plasma tore through his wing, shredding it. He screamed and flailed in the air, struggling to keep aloft.

"Going somewhere, _Prime?_ " That voice spoke the title with a sneer, warping it into an insult.

Pterodactus managed to scrape his wits together enough to transform, relying on antigravs to stay airborne. He twisted about in midair to face the speaker, drawing his sword.

"Galvatron," he replied, narrowing his optics. "I, Prime, should have known you'd be here."

The violet Decepticon just grinned from his perch, a ledge cut into the wall a few meters above the seething liquid below. "Something's different about you, Pterodactus Prime. You've changed since we last met. Not that it matters much."

"You Galvatron going to stand there and talk?" Pterodactus demanded. "Or get fight over with so I, Prime, can save Cybertron?"

Galvatron arched an optic ridge. "Do you not think our goals are similar, Pterodactus? Cybertron is mine, mine by right... but Unicron intends to destroy it. If we can join forces to defeat him- AAAAARRRGGGGHHH!" He doubled over and grabbed his helm, faceplate contorted in a grimace of agony. "No... master... stop... no..."

Pterodactus realized he was staring at Galvatron in shock, and with a quick shake of his head he turned and flew down the corridor. He had no idea what was happening to the Decepticon, but whatever it was it gave him the perfect opportunity to make his escape.

He was almost around the bend when a body impacted with his own, slamming him against the wall. Dazed, he tried to push away, only for rough hands to pin him.

"You'll never escape!" Galvatron shrilled, driving a fist into the patched area on Pterodactus' back. "You must die, Prime! Unicron commands it!"

 _So that's what's happening,_ Pterodactus realized through a haze of pain. _Him Galvatron in league with Unicron._ He had suspected something was not quite right with the Decepticon commander since their first meeting, but he hadn't been able to put a finger on it. This explained things... but only made his task all the harder.

Pterodactus jabbed behind him with an elbow, catching Galvatron in the midsection. The patch installed over the Decepticon's abdominal wound buckled under the blow, making him grunt in pain, and his grip on the Prime loosened. Pterodactus thrashed, wrenching free.

"No!" Galvatron roared, his voice raw and ringing with rage. A blast of his fusion cannon punctuated the cry, and Pterodactus barely ducked in time. The column of energy, intended to take his head off, instead sliced through his crest, leaving a charred and smoking ridge along his helm in its place.

"It ends here, Prime!" Galvatron shrieked. "Here and now!"

"Agreed," Pterodactus growled, and he angled his remaining wing at Galvatron and fired its missile.

Galvatron's optics flared in terror, and he backpedaled quickly. The missile struck the wall just to his side, blackening his armor and filling the air with choking smoke and debris. The blast hadn't caused significant damage, but it did buy Pterodactus enough time to get away.

Before Galvatron could regain his bearings, Pterodactus had ducked around the corner and into Unicron's spark chamber.

* * *

"This place gives me the creeps."

Cyclonus scowled. "I did not request your commentary, Scourge."

"So what if you didn't? I got a right to speak my CPU, don't I?"

"Do us both a favor and shut up. That is an order."

The blue mech rubbed his arms as if chilled, looking around. He and Cyclonus were somewhere in Unicron's chest, wandering the maze of tunnels and passageways that filled his chassis like veins and arteries in an organic body. Occasionally the walls would seem to pulse and writhe as tentacle-like projections stirred in the wake of their passing, and the greedy optics of antibodies glittered from where the creatures hung batlike from the ceiling. But when they recognized the mechs passing through, they settled back down, saving their energy for a true intruder.

"I don't want to be here," Scourge huffed. "Being inside another mech like this... something unnatural about it."

"Shut up," Cyclonus snapped. "I've had enough of your whining. Galvatron gave us orders."

"Yeah, finding those rotten Autobots," Scourge huffed. "We've been searching for hours and nothing. Face it, they're not here. Either Unicron got rid of them for us or they left on their own-"

Cyclonus slapped a hand over Scourge's mouth, muffling his vocalizer. Scourge glared at the lavender jetformer, but Cyclonus' attention was fixed on something ahead of them... a small form that had just scurried out of a connecting passageway to block their path.

"Ah..." A rare smile crossed Cyclonus' faceplate. "At least one intruder remains for us to eliminate."

Scourge just snorted. The "intruder" looked about as dangerous as a turbo-puppy, barely reaching Cyclonus' waist and his rounded chassis bearing no signs of weaponry. A few dents and lines of missing paint marked where he had encountered tendrils or nanobots along the way, but they just made the little mech look even more pathetic. Scourge almost felt ashamed at having to count such a weak mechanism as a kill.

The mech grinned brightly up at the two of them. "Fast as can be, you'll never catch me!" he chirped, then made a rude sound with his vocalizer and took off running. Cyclonus managed to squeeze off one shot, but it went wide and struck the wall, sending the tendrils there writhing in response.

"After him!" Cyclonus ordered, breaking into a run.

Scourge hurried after him, a feral grin on his face. Runt or not, he did love a chase. And maybe once they caught up with the little scraplet they could toy with him some before offlining him. Unicron hadn't said anything about giving the intruders a clean death, after all...

The two Decepticons skidded around a corner to face their prey, who had just encountered a dead end. But the little mech wasn't alone.

"Oh bother," Cyclonus groaned, sounding more annoyed than anything else. "Not you again."

The mech just beamed happily and looked up at the towering brutes behind him. Four of them, all dripping with cleanser and their plating marred with dents and scratches... and all in the forms of hulking, primitive monsters. Their optics glowed in rage, and upon spotting Scourge and Cyclonus their jaws split into feral grins.

"These Decepticons giving you Wheelie trouble?" growled the tallest of the four, a bipedal beast with laughably tiny forearms but a powerful body to make up for them.

The little mech nodded. "Fired gun, Wheelie run!"

"Them shot at you Wheelie?" He snarled, bits of flame oozing from between his teeth. "Stand back. Us Dinobots handle this."

Wheelie just smiled and scurried behind another mech, a three-horned creature that chuckled malevolently and pawed the floor as if preparing to charge.

Scourge reached up and patted Cyclonus' shoulder. "You distract them, I'll go for help." And with that, he bolted. Cyclonus took off after him, cursing his cowardice, and hot on their heels thundered the Dinobots, roaring eagerly with the thrill of the chase.

* * *

He'd made it.

It was all Pterodactus could do to keep from collapsing in a heap with exhaustion and pain. The stump of his blasted wing throbbed in agony, his helm burned from where his crest had been sheared off, and his body ached with the various dents, scratches, and slashes he'd suffered on the way here. His systems pinged urgently, warning of low energy readings, and his damage readout blinked with high-priority alerts, signaling significant injuries to vital systems. But for a moment he ignored all that, just leaning against the wall of the spark chamber and savoring a moment of triumph. He'd made it this far. He was so close to his goal. Now to solve the final puzzle and figure out how to shut down this monster once and for all.

Finally he pushed himself away from the wall and took a step forward, having to lean to one side to keep his balance and compensate for his missing wing. He had seen sparks before, but never anything like this.

The size alone froze him into place - Unicron's spark was the size of a mountain, making him feel utterly insignificant in comparison. But it was far more than that. The few Autobot sparks he'd seen during his medic training were a pale blue or gold in color, sometimes tinted with green or red if they were unhealthy, and they gave off a steadily pulsing radiance. This spark was a deep violet in color, smears of acid green and bloody red streaking through it here and there, and its glow seemed to dim the room rather than illuminate it. Its light wasn't steady either, but shifted and swirled in eddies and currents like smoke. The longer Pterodactus looked into it, the more he felt himself hypnotized by the twisting shapes and shadows within, the purple light almost seeming to form patterns and tempting him to try to solve them...

He shook his head, wincing from the pain in the stump that remained of his crest. No good could come of losing himself in Unicron's spark. He had a job to do.

The question, though, was how he was going to shut down the spark. It didn't appear to be connected to a power source, so there wasn't the option of disconnecting it from its energy lines and letting it fade out. He doubted shooting at it or hacking it with his sword would have any effect. His flames, perhaps, or a missile? They might destabilize the energies of a normal spark enough to destroy it, but this was anything but a normal spark.

The massive spark flared once, bathing Pterodactus in a murky light that flooded his vision with violet. His entire body tingled unpleasantly, as if he'd just overdosed on a chemical stimulant, and his chest burned as something within - his spark or the Matrix? Perhaps both? - reacted painfully to the sudden flood of dark energy. Panic flooded him for a pump-stopping moment. Unicron knew he was here, and the World Destroyer was going to crush him here and now...

_Swoop._

That voice... it wasn't audible, not exactly, yet it resounded through Pterodactus' CPU like the deep tolling of a massive bell. He jerked in surprise and looked around, wondering if he'd been followed in here.

_Swoop... Dinobot Swoop, at ease. There are none here but you and me._

With a start he realized who the speaker was. Strange, he'd imagined Unicron speaking with a violent roar, not this sort of voice. There was nothing particularly malevolent about it - it was smooth and calm, with no trace of harshness, and under different circumstances he might have almost called it fatherly in tone. And yet there was still a dark undercurrent to it that set the young Prime on edge, a lack of warmth that betrayed the true nature of the speaker.

 _You have nothing to fear from me, Swoop,_ Unicron went on, the words flowing through Pterodactus' mind like a dark melody. _I only wish to talk._

"You Unicron not call me that," Pterodactus snapped, shaking his head to clear it. "I, Prime, now called Pterodactus."

A pause. Then a deep chuckle rippled through his CPU. _You would deny your true self, Swoop? You have forgotten your identity already? Have you let the Matrix so cloud your mind that you would reject your original programming?  
_

He snarled and shook his head again. "You Unicron get out of my head!" He wanted the dark god to stop talking already, to let him think clearly about this. Never mind that Unicron was merely voicing thoughts he'd had at one time himself... the fear that the Matrix would steal his very identity from him and warp him into something he didn't want to be.

 _I'm not here to hurt you,_ Unicron assured him. _But I see you cannot trust me. So as a token of my intentions..._

Pterodactus squawked as a pulse of energy coursed through him, bathing him in an intense heat. Then it faded as swiftly as it had begun, and to his surprise he realized he felt... better. The pain of his wounds, the exhaustion from his journey here and his battle with Unicron, were gone. His sense of balance had returned, and when he reached up with shaking hands to touch the ragged stump of his wing and his burned helm, he found both restored, his wing and crest whole again.

He should have felt grateful... but he didn't. Unicron's touch left him feeling, not healed, but strangely unclean, as if his "healing" had marked him somehow. And when he checked his damage readout, he found that nothing had changed. It still listed every injury he had suffered on the way here, even the destroyed wing.

 _There,_ Unicron murmured, seeming unaware of Pterodactus' thoughts. _I have healed your injuries. Perhaps now you will trust me?_

"No," he growled. "You Unicron heal nothing. This illusion - damages and pain still there, you Unicron just cover them up."

An icy pause. Then, to Pterodactus' surprise, another laugh. _I see there is no fooling you, Swoop. You have truly grown wiser than when I saw you last._

"What you Unicron mean?"

_I have been watching you, young Swoop. Ever since you had the ill luck to let the Matrix fall into your hands I have kept a close optic on you. I have watched you suffer these past days - rejection, humiliation, pain, and loss. I have seen those who should have been your closest allies mock and shun you, watched as sadistic foes have targeted you merely because Primus decided to force a responsibility upon you that you didn't want. You have suffered more, for less reason, than any other Autobot. And yet you have remained strong despite it all. Even I can admire that sort of determination, that fire of spark._

Something in the back of Pterodactus' CPU nagged at him, ordering him to stop listening and do something. But Unicron's words held him rooted to the spot. Despite knowing who and what this monster was, he felt compelled to listen, if only because someone had finally chosen to sympathize with his situation.

 _It doesn't have to be this way, Swoop,_ Unicron assured him. _You know this. You have a choice - you have rejected the Matrix once before, and Primus did not punish you for it. You know that nothing is forcing you to continue to carry this burden. You are not a mechanism who craves power, Swoop - your ambition has never been to lead and control. All you have wanted is acceptance and friendship... and the Matrix denies you that. So long as you carry it, you will always stand apart and alone._

Pterodactus reached up and touched his chest. "If... if I, Prime, give up Matrix... who takes it in my place?"

_Would you truly inflict what you have suffered upon another mech? No, Swoop. You are not a cruel mechanism. Do not let another being endure what you have. Give me the Matrix._

Pterodactus frowned. "What you Unicron do with Matrix anyhow?" The notion that Primus' mortal foe could carry the Matrix and become a Prime was ludicrous.

_I will destroy it. With the Matrix gone, you will no longer be forced to rule the Autobots. You and your fellow Dinobots will be free to do as you wish - to claim a planet of your own to rule, or to avenge yourself against the mechs who treated you so unfairly. Above all, you will be truly one of them - fully Dinobot, not trapped between the Dinobots and the Autobots as you are now._

Unthinkingly Pterodactus found the catch to his chest panels and opened them, letting the cool light of the Matrix spill from the rift. Unicron's offer was so tempting, a chance at release from this burden he had never truly wanted. It would be so easy to take him up on it, and to renounce the title of Prime once and for all.

And yet he hesitated. "If... if I, Prime, do this... then there be no one to lead Autobots..."

Unicron outright laughed at that statement. _Oh Swoop... what have the Autobots ever done for you that you should worry about their welfare?_

A sudden pulse of power from Unicron, one that seemed to extend beyond the chamber and out into the rest of his chassis, made Pterodactus shiver, and as if in response the light of the Matrix seemed to dim within him. Was it retreating before Unicron's power? Or was it simply withdrawing for the moment, letting Pterodactus make his own decision?

"Dinobots Autobots too," Pterodactus protested, though his voice sounded weak and pathetic even to his own audials. "That count for something..."

_Oh? And the Autobots call the Dinobots their own? Do they truly care for your welfare? I have seen otherwise, Swoop. They loathe you for what you are - or rather, for what they see you as. Animals, monsters, dumb brutes who can hardly function on their own, let alone think and learn. They laugh at you behind your backs, mocking you, calling you names. They tell horror stories about you to their sparklings to scare them into behaving. And there are those among them that fear you, who think of you as little better than Decepticons, simply because you have the courage to fight the battles they cannot stomach._

Unicron's voice remained low, almost soothing, yet his words hit Pterodactus like physical blows. He wanted to scream that the World Destroyer was lying, that he was wrong, but he couldn't. How many times had Swoop overheard Autobots insult him and his brothers when they thought he wasn't listening? How many times had he walked into a room to catch the tail end of a conversation he knew was about him, or seen the tight-lipped expressions of those barely holding back laughter at a joke cracked at the Dinobots' expense? How many times had he tried to introduce himself to a newcomer, only for them to back away with optics bright with terror or an expression of disgust on their face... or sometimes a combination of both?

_What have the Autobots ever done for you? What has their greatest hero, Optimus Prime, ever done for you? Did you know that when your elder brothers were first created, Optimus called for their destruction? And even when he spared the Dinobots' lives, he treated you like beasts, not like fellow Autobots. Did he not keep you segregated from the rest of the Autobots, locking you in your quarters, only letting you out when a task came up that he did not want to dirty his hands with? Did he not exile you to an island lost in time, leaving you there to fend for yourselves when you became too difficult to manage? Isn't it ironic that the great and noble Optimus Prime was the greatest hypocrite of them all, calling for freedom for all sentient beings, even as he deprived you and your brothers of your own freedom simply because he found you too different for his tastes?_

Again Pterodactus flinched, Unicron's words cutting deeply. Optimus... he who should have defended the Dinobots had been little better than the rest of the Autobots. How he and his brothers had chafed under the restrictions Optimus placed upon them, locked up when they weren't wanted or needed, the most difficult and dangerous of assignments foisted upon them as if they were nothing more than disposable units! And instead of teaching the Dinobots to control their strength, he had dumped them on that island to make them learn on their own, and only Megatron's attempted exploitation of the island had kept them from being stranded there forever.

 _Indeed, what have your own creators done for you?_ Unicron went on, his voice smooth as polished chrome. _Is it truly fair to you that they made you so different from the rest of your kind? They knew there was a stigma against beastformers, and yet they insisted on giving you primitive alt modes that set you apart from the rest of the Autobots. And worse, they didn't even have the decency to give you proper CPUs. You were at a disadvantage from the very start thanks to their neglect. And when they realized their error they treated you like sparklings, taking you under their wings out of pity, giving you false hope for your future by encouraging you to have dreams that the rest of the Autobots would thwart at every opportunity._

Pterodactus opened his mouth to protest, but the words died with a faint cry. The burst of anger he felt at hearing his creators so belittled snuffed out under Unicron's cool, calm logic. Why had Wheeljack made them so inferior to the rest of the Autobots anyhow? Primitive alts, substandard CPUs, uncontrollable strength... they had to have known the Dinobots would be pariahs among Autobot-kind, and yet they had persisted. And hadn't Hot Rod said that Ratchet only took Swoop on as an apprentice out of pity? It would make a twisted kind of sense, that Ratchet and Wheeljack had tried to make amends for their errors by taking on the roles of mentors and parental figures, but had that really helped matters in the long run? Or had it only made the Dinobots ill-prepared to face cold reality?

His chest slid further open, and his hands touched the warm metal of the Matrix. He was barely conscious of his own movements now, his entire attention fixed on Unicron's words. Inside his spark, a terrible longing ate at him, an ache that every word only intensified.

_That's it... you're doing wonderfully, Swoop. Turn the Matrix over to me, and your pain will end. You will be free, truly free, with no Matrix to govern your life, no Autobots to lord their superiority over you. You don't need them anyhow - any friendship and loyalty they could offer you now would be false, offered out of groveling apology. You are your own mech, Swoop, and need call no one master. Not even Grimlock, who would see you subject to his whims even as your second-in-command. Why do you think he struck the bargain with you? He didn't want to teach you to lead him - he wanted to make you his puppet. He wanted you to be Prime in name only, while he pulled the strings and claimed the TRUE power behind the throne. He didn't care about his teammates, but he was good at feigning it to ensure your loyalty, pretending to care for you so you and your brothers would follow him like a pack of whipped turbohounds._

And with that, Unicron went too far.

Pterodactus drew himself up straight, lowering his hands, his chest panels sliding closed and locking in place. How dare he? How dare Unicron paint Grimlock as a villain? His older co-creation hadn't always been easy to get along with, but he had not been a cruel leader. He had been there for his brothers from the beginning, teaching them to control their strength when Optimus Prime wouldn't, training Pterodactus to become a leader when Ultra Magnus had refused. He could have refused to do either, keeping his brothers ignorant that he might maintain control over them, but instead he had offered what guidance he could. And when Pterodactus had faced down the Autobots, Grimlock had supported him without telling him what to do, trusting him to use what Grimlock had taught him but to also make his own decisions.

His brothers... there had been hard times, yes. And he had thought he'd lost them when he'd become the Prime. But they had proven loyal time and again - Grimlock becoming his mentor despite his jealousy toward Pterodactus' new title, Sludge offering to destroy the Matrix to make him feel better, Snarl stepping forward to be the first mech to declare his allegiance to him as a Prime, Slag guarding his back in battle even when angry at him. Despite everything, they had remained a close and loyal unit, fire-forged allies in the face of adversity... a true family.

Ratchet and Wheeljack... he couldn't hate them. They had made mistakes, yes, but they had done everything in their power to rectify them. And perhaps it had been pity at first that motivated them to further mentor and protect the Dinobots. But it hadn't been pity they had offered him when he'd encountered them within the Matrix - it had been pride. Pride in what the Dinobots had become, in what they stood to accomplish after their creators had passed on. They had never put the Dinobots down, never lied to them or called them stupid or clumsy. They had taken the time to explain things to the Dinobots when they didn't understand, stood up for them when the other Autobots turned against them, and worked their hardest to see them accepted among other mechs as mechs in their own right, and not just animals or failed experiments.

Optimus Prime... no, he hadn't been a perfect leader. He had treated the Dinobots poorly, and they would feel the sting of that unfair treatment for a long time to come. But there had been times when even he had stood up for them when no one else would. He could have easily declared Grimlock a threat and ordered him destroyed when the Dinobot leader had switched allegiances to Megatron, but instead he had sent Snarl and Swoop to bring him back to the Autobots. He could have accused the Dinobots of treason when they had deserted the cause during the Cybertonium crisis, but he had accepted them back among their numbers. He could have left them on Dinobot Island permanently, but when they had proven themselves in battle against Megatron he had declared them Autobots in their own right. And he had apologized for his actions in the Matrix, and assured Pterodactus that he was truly qualified to bear the title of Prime.

The Autobots... yes, many of them had been cruel and cold in their treatment of the Dinobots. But even among them, there had been those who had helped and supported them. Jazz and Prowl had never condoned the ill treatment of the Dinobots, and while they had never expressed outright fondness for them, neither did they treat them badly. Ironhide had fired off the occasional disdainful comment, but if he had seen enough potential in Snarl to teach him how to pilot a ship, he must have seen more in the Dinobots than he let on. Arcee had accepted Pterodactus as the Prime long before anyone else, and had defended him in the medbay when the others had been mocking him. On Junk, Perceptor had been the first Autobot to declare his loyalty to Pterodactus, and he had obeyed orders even when they seemed ludicrous at first glance. There would always be those who thought little of him and talked badly about him, he knew... but those few didn't speak for the whole.

The fog seemed to clear from Pterodactus' CPU as those realizations swept through him. Unicron's words, so cool and logical a few moments ago, now seemed hollow. Just as his "healing" had been a mere illusion, so his offer to help Pterodactus was nothing more than an empty promise. Why did he care about the Dinobots anyhow? Why did he care about helping Pterodactus? He had only one goal - to destroy and devour. And everything he did, every word he spoke, was just a means to that end. In light of that knowledge, everything he said and offered now seemed false.

Pterodactus clenched his fists, looked up to face the violet spark before him, and roared out his next words:

_"You Unicron not insult Prime's brothers! Not insult Autobots! I am Pterodactus Prime - and I, Prime, never turn Matrix over to you!"_

Dark energy blasted over Pterodactus' body as Unicron roared in rage, and pain and exhaustion returned with such force he staggered. The healing illusion faded, leaving him off-balance and his entire chassis stinging in agony.

_Galvatron! Destroy him! Crush the Prime and tear the Matrix from his cold chassis!_

Pterodactus steadied himself and looked up to see Galvatron aiming his fusion cannon at him, a feral snarl on his face, the shutters over his right optic twitching wildly. Sparks flickered about his helm, and his entire frame shook as if he were suffering some kind of internal breakdown. Whatever Unicron had done to force him to attack, Pterodactus realized, it had broken something vital in his CPU, leaving him dangerously unbalanced. And with a jolt he realized what that earlier pulse of power must have been for - to summon Galvatron, and to force him to kill Pterodactus whether or not he agreed to Unicron's bargain.

"Die!" Galvatron shrieked, voice far shriller than Pterodactus remembered. "Curl up and die like the pathetic insect you are!" And he fired.

Whatever had happened to the Decepticon leader's mind, it seemed to have affected his aim as well. The shot went wide, missing Pterodactus by an arm's length. In return, Pterodactus closed the gap between them with a few long strides and drew his sword, slamming it down on Galvatron's cannon and severing it from his arm. Galvatron stared blankly at the smoking stump of his gun for a moment, then roared and charged, head lowered as if hoping to gore him.

Pterodactus sidestepped the charge, then grabbed Galvatron by the spike jutting from his back. Using Galvatron's own momentum he spun him around and slammed him into the wall. The Decepticon leader jerked once, then went limp, and Pterodactus let his unconscious form slump to the floor and turned to face Unicron once more.

 _You fool,_ Unicron snarled. _I could have helped you, and you rejected my aid. You'll suffer the consequences._

In response Pterodactus opened his chest, reaching in to grasp the handles of the Matrix. Unicron's constant insistence that the Matrix be destroyed had been the fatal clue - for why would Unicron want so desperately to see it gone were it not the key to defeating him?

"You Unicron so keen on having Matrix?" he asked, pulling the artifact free. "I, Prime, give you Unicron a taste of it."

Another blast of energy rocked Pterodactus back on his heels. The spark before him seemed to expand, tentacles of violet energy lashing out to claw at his chassis, groping for the Matrix.

 _No!_ For the first time, fear clouded Unicron's voice. _I can give you anything you desire! A more powerful form, an army to command, riches beyond your wildest imagination! Anything!_

Pterodactus yanked the Matrix free from a groping tendril and raised it high over his head. "Primus! Light our darkest hour!" And he pulled it open.

Light flooded the chamber - a blue-white, blessedly cleansing light that dazzled his optics and seemed to make his entire chassis glow with power. The spark-tentacles pulled back, writhing as if in agony, retracting into the substance of Unicron's spark. The spark itself pulsed wildly, violet and black and green and red twisting and distorting within it in a maelstrom of pain and terror. Violet energy crackled through the chamber, making Pterodactus feel as if he were standing in the heart of a thunderstorm, yet not a single bolt hit him. It was as if the light of the Matrix shielded him from Unicron's dying wrath.

A voice sounded in Pterodactus' CPU - not Unicron's, but one he had heard not so long ago.

 _Run, Pterodactus,_ Optimus urged. _Alert the others and run. You don't want to be inside Unicron when he deactivates._ Pride filled his voice, and Pterodactus almost thought he could feel him smile. _Well done, Pterodactus Prime._

Another voice chimed in right on the heels of Optimus' compliment - Wheeljack's. _Swoop, I'm so proud of you!_

Pterodactus didn't stick around to hear more - he slammed the Matrix shut and stowed it in his chest, then bolted. Behind him, Unicron's spark seemed to fold in on itself, like a tent collapsing once its supports had been cut.

 _I curse you, Pterodactus Prime!_ Unicron's final words rang through his mind even as he took off down the passageway. _I curse you for the rest of your days! May your only escape from misery be death! May generations speak your name in hate! This is a promise I WILL fulfill!_

Pterodactus didn't think now was the time to fire off a witty retort. Instead he went airborne, figuring flight would get him out of the World Destroyer faster than running, and fired off a radio message on every possible frequency.

_Autobots, run! Him Unicron exploding! Get out now!_

* * *

Ultra Magnus knew something had happened the minute the antibody currently trying to chew its way through his chestplate and to his spark suddenly shrieked and fell, writhing in agony. Every other creature threatening their group did the same, uttering eerie cries so high it was a wonder no one's optics cracked.

"What in the universe just happened?" Arcee wondered, kicking the antibody that had been menacing her aside. "Not that I'm not grateful..."

"It's-a-trap-it's-a-trap-Unicron's-lulling-us-into-a-false-sense-of-security-something's-coming-it's-a-trap!" Blurr babbled, looking around wildly.

"I highly doubt that," Perceptor replied, eyeing the writhing creatures suspiciously. "More likely one of the other teams has reached their objective and caused some sort of internal malfunction-"

Pterodactus' order crackled over the radio at that moment, and Magnus couldn't help but feel a measure of shock. Somehow Pterodactus' group had managed the impossible... but how?

He would ask later, he decided. "Autobots, transform and roll out! Now!"

Arcee and Blurr folded into their vehicle modes and tore off. Perceptor, rather than following suit, waited for Ultra Magnus to transform and leaped onto his trailer, holding on tightly as the truckformer punched the gas.

The Quintesson ship remained where they had left it, but now shards of glass and metal rained down on it as the massive optic close by began to slowly fall to pieces. Magnus didn't slow down, only swerved to dodge the largest pieces and tried to ignore the flashes of pain as smaller chunks cut into his plating. The sooner they made it inside, the less time they had to spend under this deadly rain.

"Shouldn't we wait for the others?" asked Arcee.

"Get inside!" Magnus ordered. "We can wait in the ship where it's safer!"

Blurr was the first up the gangplank, and by the time the others made it inside he was in robot form and shaking bits of glass from his plating. They had barely transformed themselves when the others began to charge inside - first Kup and Hot Rod, then Springer, then a few beings Magnus hadn't expected.

"Jazz!" Magnus exclaimed. "Bumblebee! Spike! We thought you were dead!"

"WE thought we were dead," Bumblebee replied, waving Cliffjumper and Beachcomber up the gangplank. "Kup and the others reached us just in the nick of time."

"What the frag-all's happened anyhow?" Cliffjumper demanded. "What the slag IS this thing we're inside? Did it eat Cybertron too? And why the slag is one of the Dinobots giving orders over the radio?"

"Easy, Cliff, give 'im some space," Jazz advised. "There'll be time for Twenty Questions once we're outta here."

"Then let's get out of here!" Cliffjumper insisted. "Why are we sticking around?"

"The Dinobots," Arcee explained. "We can't leave them behind."

Cliffjumper snorted. "Why're the Dinobots so important all of a sudden? They're tough buggers, let 'em fend for themselves."

"We wait for the Dinobots," Magnus informed the minibot, glaring down at him. "That is an order."

Cliffjumper's optics rebooted in surprise. "Okay then... did we miss something or what?"

Before Ultra Magnus could say anything, heavy footsteps thundered up the gangplank, and Grimlock burst into the hold of the ship, a mouthful of blue metal in his teeth and a smug look to his optics. He spit the ragged wing out and roared in triumph.

"Him Scourge and him Cyclonus not mess with us Dinobots again!" he said gleefully. "Us Dinobots sent them flying off with skidplates smoking!"

"You Grimlock see look on him bunny-Con's face when me Slag torched his aft?" Slag cackled, stomping in after him. Wheelie was perched on the Triceratops' back, looking like a sparkling who'd just been given the best present ever. And for all Magnus knew, maybe he had. Snarl and Sludge trailed in after, looking immensely proud of themselves.

"You can give us a blow-by-blow of the fight later," Magnus told them. "Where's Pterodactus?"

"Terra-who?" asked Bumblebee. His question went unheard.

"Us Dinobots got split up," Grimlock explained. "Him Pterodactus went to Unicron's spark chamber alone."

Magnus swore loudly. "We can't wait for him any longer! Snarl, Perceptor, get our engines started and get us out of-"

"Wait!" Sludge protested. "Him Prime coming! Me Sludge see him!"

"As soon as he's inside, raise the gangplank," Magnus ordered. "Then let's get out of here before this entire place blows up on us!"

Sludge transformed and slammed a hand against the controls, shutting the doors the moment Pterodactus had staggered inside. The new Prime looked, for lack of a better term, like death warmed over. Ragged, charred stumps were all that remained of his right wing and his crest, and oil and energon dripped from various slashes on his limbs. His entire chassis was full of dents and scratches, and his optics were nearly dark as if he were threatening to drop offline at any moment. But he remained on his feet, clutching the wall for support.

"Snarl... Perceptor... get us Autobots out of here," he ordered.

"Yes, Prime," Snarl replied, and punched the accelerator.

The Autobots had one last look at Unicron out the ship's viewport, the massive mech convulsing in agony and clawing at his own chest, before his entire chassis blasted apart in a miniature nova. The ship rocked as shrapnel from the titan's remains struck it from all sides, then was still.

As if Unicron's destruction finally gave him permission to relax, Pterodactus limped over to a seat and collapsed into it, groaning in pain. Perceptor left Snarl to the controls and rushed to his side, working to patch what damages he could before they reached Cybertron.

"Everyone okay?" Pterodactus asked, optics half-lidded in exhaustion.

"Only minor injuries," Kup replied. "You look to be the worst off of us, sir... what the slag did you run into anyhow?"

"Galvatron... Unicron..." Pterodactus shrugged, as if anything else was unimportant after facing those two threats down.

Jazz stared long and hard at Pterodactus, as if putting two and two together, and he turned to face Magnus. "We... we lost Optimus? An' this is our new Prime?"

Magnus sighed. This wasn't a good time for this announcement, but he doubted there would ever be a good time, so perhaps it would be best to get this over with now. "Optimus Prime was killed at the Battle of Autobot City. The Dinobot Swoop, now called Pterodactus Prime, is his successor."

Dead silence. Jazz, Bumblebee, Cliffjumper, Beachcomber, and Spike stared at Magnus open-mouthed, eyes wide and optics and visors bright with shock. Briefly Magnus wondered if maybe he should have dropped the bombshell a little more gently - Jazz and Bumblebee had both been close to Optimus, after all.

"Optimus is dead?" Spike asked softly.

Magnus nodded. "I'm afraid so. He died a hero... but it's no less a loss for that. He will be missed." His gaze moved to Pterodactus. "In the meantime, though, we have a new Prime, one who has just proven himself in battle. And although Optimus Prime left some rather formidable footsteps to fill, I'm positive Pterodactus Prime will be up to the task."

Pterodactus had nearly nodded off, but his head jerked up at that. He gave Magnus a suspicious look, as if trying to decide whether he was being sincere or not. Magnus only smiled back - after today, any doubts he may have had about the Dinobot Prime were gone. He might be young and largely untried, but he had started off his Prime-hood by facing down a deadly crisis, and he had pulled through. He was off to a good start already.

Jazz spoke up at last. "I got questions 'bout how Optimus died," he said, "an' how we got us a Dinobot Prime, but those can wait 'til we get home." He raised a hand in salute. "Pterodactus Prime... Saboteur Jazz reportin' for duty."

Pterodactus just gazed at Jazz, taking a moment to respond. "No orders for now. Us Autobots focus on getting home and fixing damage him Unicron did first." His head bobbed forward, then snapped back up as he regained his senses. "G-Grimlock... take charge of ship. I, Prime, need to rest."

Grimlock nodded. "Yes, Prime. You Sludge help him Prime get to quarters."

Magnus watched as Sludge slung one of Pterodactus' arms over his shoulders and helped him stand, then led him off to find a place to recharge. He wondered if the Dinobot Prime knew that the hard work of rebuilding and restoring their war-torn homeworld had only just begun... but he decided not to break that to him just now. Let their new Prime rest for now, he figured. Primus knew he deserved it.


	11. Chapter 11

Under cover of night, the Decepticons prepared their escape. Loaded down with whatever energy and supplies they could get their hands on in the wake of Unicron's attack, they made their way to the waiting transport. Some still bore damages from the earlier cataclysm, but in their haste to flee the planet there wasn't time to stop for repairs. They would simply have to wait until they found someplace safe to establish a base before attending to their injuries.

Cyclonus oversaw the evacuation, with the reluctant help of Soundwave. He said nothing as he watched what remained of the Decepticon army straggle onto the landing pad, where Astrotrain and Blast Off waited for passengers. Their numbers were smaller than he had anticipated, and that made him scowl at the stupidity of the previous Decepticon commander. By consolidating all their forces onto one world, he had made it all the easier for Unicron to nearly obliterate them. They were too few in number to continue holding Cybertron, and any attempt to push the Autobots off the planet now would only result in their total destruction. Their only hope now was to retreat, and find some way to either rebuild their numbers or take Cybertron back by stratagem.

"So this where you Cyclonus went."

Cyclonus bristled, and he turned to face the speaker. "You hardly expected me to stand at the gates of Iacon and welcome you with open arms, did you, Prime?"

Pterodactus Prime only shrugged in reply. Cyclonus noted that the Dinobot Prime had seen a complete repair in the planetary cycle since Unicron's destruction, his missing wing and crest replaced and the various slashes and dents gone. In marked contrast, Cyclonus still bore deep bites and scorch marks from his encounter with Pterodactus' brethren.

"Rumors: accurate," Soundwave noted, not even a hint of surprise tainting his usual monotone. "New Prime is a Dinobot."

Pterodactus nodded at Soundwave, then spoke again. "You Decepticons leaving Cybertron? Reject offer I, Prime, made?"

Cyclonus scowled as he recalled the message Pterodactus had sent him earlier that day. "Your offer for both sides of this war to lay down our weapons and make peace. If you expected us to roll over and submit to your request, you're stupider than Galvatron thought."

The Prime's optics flared in anger, but he kept his expression neutral. "Autobots and Decepticons fight for vorns. Many good mechanisms killed in fighting. I, Prime, lost creators in war. You Cyclonus lost commander. Not have to continue like this. Autobots and Decepticons can stop fighting, work together to rebuild. Can stand together as Cybertronians."

"You would have us reject our very purpose in the process," Cyclonus retorted. "We are Decepticons. We are programmed to wage war, to conquer and defend. To force us to give that up is to force us to rewrite our very identities. We don't want that, any more than you would want to lose your base programming and be warped into something else against your will." He snorted. "Though I don't expect you'd understand that."

Pterodactus shuttered his optics a moment, and when he opened them again they had dimmed slightly as he had calmed down. "I, Prime, understand more than you Cyclonus think. Understand fear of losing who I, Prime, am. Not like you Cyclonus' answer... but understand it."

The three mechs were silent for a moment, Pterodactus watching the two Decepticons with an expectant air while they kept a wary optic on the Prime. Then Soundwave cocked his head to the side, as if receiving a transmission.

"Last of the Decepticons have boarded," he reported. "Immediate departure from Cybertron: advised."

Cyclonus raised an optic ridge at Pterodactus. "I expect you have troops on their way to stop us."

Pterodactus only gave a slight smile. "You Decepticons leaving planet. Why us Autobots want to stop that?"

"You are a fool," Cyclonus noted with a sneer. "You have the opportunity to crush us once and for all and you would let it slip through your fingers. When Galvatron returns, he'll make you pay for your stupidity."

"Him Galvatron destroyed when Unicron destroyed," Pterodactus countered.

"He is not so easily defeated," Cyclonus replied. "We will find him... and he will wipe you Autobots out. I promise you that."

Pterodactus gave a faint snort. "Let him Galvatron try. Us Autobots not so easily defeated either." He stepped back and gestured toward the waiting shuttles. "Go. Patrols not come by this place often. But next time us meet, I, Prime, not be so easy on you."

"We'll next meet on the field of battle, Pterodactus Prime," Cyclonus retorted. "And that meeting will end with one of us offline." And with that, he turned to Astrotrain and strode up the gangplank.

Soundwave waited until the triple-changer had gone airborne before speaking again. "Pterodactus Prime: far different from Optimus Prime. But they share one weakness: overdeveloped sense of honor."

"Perhaps he thinks if he shows us mercy now, we will return it in kind," Cyclonus noted in disgust. "He has a rude awakening coming."

Soundwave nodded. "Destination: requested."

"A world called Chaar," Cyclonus replied. "It is remote enough that we can conceal ourselves there while we search for Galvatron and marshal our forces. When the time is right... we strike back at this naive new Prime, and retake what is ours."

* * *

The following night, another ship was prepped, loaded, and sent off from Cybertron, destined for parts unknown. This one carried no crew, however, and no living passengers. It was a grave ship, bearing the bodies of those slain at the battle of Autobot City - Optimus Prime, Prowl, Ironhide, Ratchet, Wheeljack, Brawn, Windcharger, and Huffer.

This ship did not make the quiet, clandestine departure of the Decepticons' ships either - hundreds of Autobots were present to see it off. Many of the dead had been considered Cybertron's heroes, and many Autobots wanted to stop by and pay their last respects to their fallen Prime and his troops. Even those who had not liked Optimus Prime and had disagreed with his tactics and policies could not deny that he had been a hero, and that his death was a great loss to the Autobots.

Though something else was helping to draw a crowd to the graveship's launch - the presence of the new Prime. Pterodactus Prime, in his first official act as leader of the Autobots, would oversee the ship's departure, and deliver his first speech immediately after.

Pterodactus himself stood at the head of the crowd, flanked on one side by Grimlock and on the other by Ultra Magnus. The sight of the towering Prime drew looks of awe and even fear from the gathered Autobots, and a buzz of conversation thrummed through the crowd throughout the entire launch. Many knew of the Dinobots' existence, naturally, but little was known of these strange mechs outside of Optimus Prime's personal forces. To find that one of these enigmatic mechs had taken on the mantle of Prime startled many, and even terrified some who had believed the more fearsome tales. And even those who had disbelieved the stories of how the Dinobots were one short step up from animals or Decepticons, oil-thirsty and incapable of coherent thought, suddenly found themselves wondering if perhaps the stories weren't true after all.

Pterodactus heard much of the speculation and gossip, but he was more annoyed by it than hurt. Despite having gained the trust and allegiance of the troops that had served directly under Optimus Prime and Ultra Magnus, there were still thousands more Autobots who had yet to trust in him and his abilities. It seemed the task of proving himself to the Autobots would never end.

Grimlock watched the graveship shrink to a glowing fleck in the darkening sky, almost indistinguishable from the surrounding stars. "Us Dinobots never got to say goodbye."

Pterodactus nodded, feeling a pang in his spark. "In Matrix... them Ratchet and Wheeljack say they proud of us Dinobots. Have faith that us Dinobots do great things."

Grimlock grunted. "Just wish them tell us Dinobots that when them still alive. Mean more to me Grimlock."

"Them Ratchet and Wheeljack did best they could," Pterodactus replied. "That all anyone can do. Do best one can with what one given."

"Huh." Grimlock thought that over, then chuckled slightly. "You Prime suddenly sounding like wise old mech now. Or like human fortune cookie."

Pterodactus couldn't help laughing. "You Grimlock want lucky numbers to go with fortune?"

Ultra Magnus shot the two Dinobots an exasperated look. "You two could be a little more respectful at this time, you know."

"Could, but won't," Grimlock laughed. "And you Magnus can't do anything about it."

Magnus sighed. "You're going to enjoy outranking me way too much."

"I, Prime, not let him get out of control," Pterodactus vowed. "And it sad losing Optimus... but him Optimus wouldn't want us Autobots to be miserable without him. Would want us to laugh, to keep living. To rebuild our home."

Magnus considered that. "True... but that shouldn't be an excuse to act like complete sparklings." He nodded at Pterodactus. "Now that the launching is over, though, don't you have a speech to deliver?"

Pterodactus sighed but nodded. Once the ship had vanished from view he stepped forward to a podium that had been set up near the landing pad, high enough that no one in the crowd would have trouble seeing him. Camera drones hovered close by, ready to record his words to broadcast across Cybertron and to the various colonies. He felt the optics of nearly a thousand Autobots on him, as if they were a weight on his shoulders, and they did nothing to help the sudden roiling in his fuel tanks.

 _I, Prime, can do this,_ he told himself firmly, and he moved behind the podium. It was a ridiculously tiny thing in comparison to the Dinobot Prime, barely reaching his waist. He was half-tempted to just toss it aside, but he knew some mechs would only seize on that action as proof that he was an uncouth barbarian, unfit for leadership.

He let his gaze sweep the audience, then drew in a deep intake of air to cool systems overheating with nervousness. Then he spoke, focusing on each word, enunciating as clearly as he could.

"I, Pterodactus Prime, take up the Matrix and the duties of Prime with a heavy spark. Optimus Prime was a great leader... a living legend. His death leaves a wound that will not close easily or soon, and he will be greatly missed."

From his vantage point he could see several jaws drop among the crowd, and a murmur of amazement reached his audials. Obviously his sudden eloquence was a surprise to many of these mechs. He supposed he should have been annoyed at that, but to his surprise it amused him instead. If they were expecting his usual childish speech today, they were going to be disappointed.

"Optimus Prime's legacy will live on," he continued. "And today, though we mourn his deactivation, we also celebrate the cause he fought for - a peaceful Cybertron. For today, Cybertron belongs to the Autobots. Today, the Autobots can return home."

Triumphant cheering rose from the crowd.

"This is not the end of our trials," Pterodactus warned. "There is still much to be done. The war and the attack of Unicron have left our homeworld badly damaged. We have work to do, every one of us. And no one mech or group of mechs can do it alone - it will take all the Autobots to do it." He leaned forward and repeated himself, adding the appropriate emphasis. " _All_ the Autobots."

A hush fell over the Autobots, and they looked on expectantly... and not without some confusion at his words.

"The humans of Earth, whom Optimus Prime called his allies, had a saying - 'a house divided cannot stand.' It is true not only for them, but for the Autobots as well. Even among our forces, divisions are present - the nobles from the workers, the fliers from the car-modes, the old-timers from the younger generation. I, Pterodactus Prime, have known the consequences of such divisions, and know the damage they can do. If the Autobots are to make Cybertron whole and strong again, we cannot let ourselves be divided. We cannot let our differences, however big or small, set us apart from each other. We must stand together... or the next time the Decepticons or any other threat attacks, we will fall."

Pterodactus drew himself up straighter, holding his wings and head high. "I, Pterodactus Prime, pledge to lead the Autobots to the best of my abilities. The Autobots, united, will restore Cybertron, and return our home to its former glory. This I, Pterodactus Prime, promise. Until all are one!"

"Until all are one!" The audience echoed his words, chanting them over and over until the surrounding towers rang with their echoes. Pterodactus only ducked his head in a quick bow and stepped down, forcing himself to walk away from the podium at a steady pace instead of running back to his place.

Grimlock's visor flashed in pride, and Wheelie and Sludge flashed him thumbs-up signs. Slag and Snarl looked unimpressed as usual, but at least they weren't actively booing him. Even Magnus and Kup looked on approvingly. Among the Autobots, only his brothers, Magnus, and Kup knew the words that had seemed to flow so easily from Pterodactus' vocalizer were the product of, not a sudden miracle, but long hours of grueling practice. Only they had been present as he had paced his new office, repeating the words of his speech over and over until he could say them properly, with Perceptor and Magnus coaching him and correcting any errors in his grammar. Only they knew how he had struggled over every word, ensuring every sentence was structured correctly, knowing that there were those among the Autobots who would pounce on any mistake in his speech and tear it apart.

Pterodactus knew full well that this wasn't the end of his troubles, either. His speech might have convinced a few doubters that he was worthy to be Prime, but there would be others who would consider it a fluke. There would always be those who would question his authority, who would seize on every mistake, every failure, as proof that he was unfit to lead. His youth, his origins, and his status as a beastformer would be called into question constantly, and he would have to spend a great deal of his time simply proving his abilities. He would walk a hard road as a Prime, harder than even Optimus had walked.

Grimlock rested a hand on his shoulder and shot him a questioning look. Pterodactus just smiled back, a silent assurance to the Dinobot leader that he was all right. He might walk a hard road, he thought, but at least he wouldn't walk it alone. His brothers would be with him every step of the way. They would always stand together. Not even the Matrix could change that.

"Good job, Prime," Grimlock told him, voice warm with pride. "You Prime did well up there."

"Was nervous," Pterodactus admitted. "Kept thinking I, Prime, would make mistake."

"You Prime," Grimlock said dismissively. "You Prime not think about making mistakes. That best way to screw things up."

"Rather simplistic way to put it, but accurate," Magnus noted. "Well done, Pterodactus. I think even Optimus would have been proud of that speech."

Pterodactus gave a slight smile, hoping Magnus couldn't see that his faceplates were heating up in embarrassment. "What next to be done?"

"A meeting with the Autobot Council in an hour," Magnus replied, handing him a datapad. "There's some debate over which area of Cybertron needs to be the priority when it comes to repairs. A lot of these mechs are fairly stubborn, too, so be prepared for that."

Pterodactus snorted. "Stubborn mechs easy to deal with - just knock heads together until they agree."

Grimlock roared with laughter, but Magnus just shot Pterodactus an unamused glare. "Prime or not, knocking heads together is the best way to make enemies on the Council."

"Was a joke," Pterodactus protested. "I, Prime, not allowed to make jokes?"

"Just remember there's a time and a place for everything, Pterodactus," Magnus reminded him. "Remember, one hour. Main conference room. Grimlock, you'll be expected there as well."

Grimlock grunted and nodded. Once Magnus was out of audial-shot, he sighed gustily.

"Second in command and still being ordered around," he noted. "This command stuff different from what me Grimlock thought it would be."

"It going to be very different from what us Dinobots thought," Pterodactus replied. "But us learn. And us show them other Autobots by doing good job of it."

As the crowd dispersed and the Autobots went their various ways, Pterodactus and Grimlock remained behind on the landing pad, watching the stars as if hoping to catch a final glimpse of the graveship. Neither spoke, but somehow words weren't needed. They each sensed that their creators were watching them, and though only Pterodactus had access to the Matrix, both of them could feel that wherever they were, Ratchet and Wheeljack were proud of them and what they had accomplished.

Finally Pterodactus nudged Grimlock in the side. "Us Dinobots need get going. Not set bad example by being late."

Grimlock nodded, and together they stepped off the landing pad and walked away.

**Author's Note**

The idea for _A Child Shall Lead Them_ was spawned by a random comment at a convention. I decided to cosplay as Swoop for the convention, but because the costume was pretty crappy and Swoop isn't exactly a well-known character, I kept having to field questions as to what character I was. More than one person mistook me for Starscream, which is understandable given the wings, and one person even approached me and said "Hi, Optimus Prime."

I'm not sure how anyone could mistake Swoop for Optimus Prime (though given that he's probably the most famous Transformer, he's probably just the first one that popped into the person's mind). But that did give me an idea... what if Swoop had somehow become a Prime? I had seen other people draw various characters receiving the Matrix - Thundercracker, Bumblebee, and even Wheelie of all mechs - so why not a Dinobot?

I struggled a bit coming up with an appropriate name for Swoop-as-a-Prime - Swoopimus Prime just sounded awkward. I don't remember how I came up with Pterodactus Prime, but even if it's a bit of a mouthful I felt it fit. I even came up with a more Prime-ish look for him, first drawing it myself, then commissioning a better drawing from WaywardInsecticon.

The title of Pterodactus' story came to me more easily than his new name, and as some might have guessed it comes from Bible: "The wolf also shall dwell with the lamb, and the leopard shall lie down with the kid; and the calf and the young lion and the fatling together, and a little child shall lead them." (Isaiah 11:6, King James Version)

While this chapter marks the end of _A Child Shall Lead Them,_ it certainly doesn't mark the end of Pterodactus' story. I plan on revisiting this universe someday, and seeing what other adventures lie in store for our young Dinobot-turned-Prime.

Thank you for reading, and for getting to know Pterodactus with me. It's been a fun ride.


End file.
